Changing of the Guard
by Darthkvzn
Summary: Ben receives terrible news; his grandfather has disappeared and been declared dead. Max leaves him a strange device called the Omnitrix; now he must figure out his way through the ups and downs of heroism in a world that is only just recuperating from an alien invasion, all while figuring out the mystery of Max's disappearance and mastering the quirks of the watch.
1. The Secret Life Of Max Tennyson

**So, this is basically me cherry-picking the best part of the Ben 10 mythos and throwing them in a blender with my "The Girl Who Could Knock Out the Hulk" MCU crossover 'verse.**

**Right away, you'll see a bunch of changes, starting with the fact that Ben isn't a 10 year old at the time of obtaining the Omnitrix. Rest assured, there's several pages of Google Docs worth of headcanons for this one. I hope you'll grow to appreciate these twists and turns.**

**Also - and I'm warning you ahead of time - this is part of a multicrossover. I won't tell y'all which fandoms will come into play to avoid spoilers, but...well, just so you know from the start.**

**Thank you for reading!**

* * *

It's two days after the funeral, and Ben still can't bring himself to believe it.

A resounding crack draws his attention, and he turns to see Kevin's proud smirk, provoked by his thrown rock hitting and shattering one of the beer bottles they lined up on top of the rusted out hood of a 70s Chevy, fragments of glass skittering down to the gravel below.

"_Nailed _it." -he says proudly. His voice is still a little hoarse from the rage-fuelled screams that filled the abandoned junkyard shortly after the bad news were broken to them.

Gwen smiles at him sweetly, happy to see _some_ glimmer of his personality shine through the gloom. She's not really participating, just sitting cross legged atop one of her glass-like magenta platforms behind the two of them, enjoying the sudden return of their competitive streak while she reads one of the old spell books Grandpa got her as soon as she turned 10 and began exhibiting powers.

"Alright, Levin, don't get cocky." -Ben says, his usual smirk more than a bit subdued. "Lucky shot, that's all."

"Show me how it's done, then, Tennyson." -the raven-haired teen challenges, crossing his arms.

Out of the three of them, Gwen has historically always had the best - or rather, the _luckiest _\- aim. Ben is fairly consistent, but his throws almost never break the bottles. Kevin usually misses a bunch, but he _always _breaks what he hits.

Ben obliges, grabbing a stone the size of his thumb and flinging it. It's a strong throw, certainly stronger than usual, but then it's charged with a little _extra_. Some sadness, some hatred, some grief, all courtesy of Grandpa Max's death.

The rock hits the neck of the bottle, which breaks. The rest of it, however, stays neatly on top of the Chevy's hood.

"Nice job _decapitating_ the bottle, Ben." -Kev says, sarcastic.

"I know a french king or two that'd be _terrified_ of you." -Gwen adds, amused.

"At least I _hit it_." -Ben says, miffed. "Unlike two of your last three attempts."

Kevin scoffs. "Count the glass shards, Tennyson. How many are yours, again?"

"I'm still like 50 bottles over you, lifetime."

Gwen shakes her head. "Oh, quit it you two. You know grandpa wouldn't want you to fight."

The mention of Max Tennyson has a profound - if markedly different - effect on the other two teens; Kevin seems to shut down, his expression immediately turned downcast, while Ben grits his teeth and tries not to cry. Again.

"Sorry." -Gwen immediately says, wincing. "_Damn_ it, I didn't think."

Ben doesn't begrudge her that. She loved Grandpa, sure, and he's the only reason she knows _anything _about her strange, unexplained powers, but their relationship was very different than Kevin and Ben's.

Kevin was orphaned as a toddler, and Max took it upon himself to become his legal guardian. And while Ben's parents are both still alive, neither of them seem to really _care_ about him. Max decided to care enough for _both_.

Max _practically_ raised them. Made them the people they are now. And now, he's dead.

"It's alright, Gwen." -Ben says, after a moment. "It's just...fresh, y'know?"

Kevin finally snaps out of it, and immediately walks away and through the piles of scrap. Gwen makes to follow him, but Ben stops her.

"You _know _he needs the space. Magic shields or not, Kevin specifically asked you to stay away when he gets like this." -Ben gently reminds her.

She sighs. "I _know_, I just...it breaks my heart, seeing him like this."

"Mine too." -he says, and he means it. "But Kevin's powers can be dangerous when his emotions get the better of him."

As if on cue, Kevin starts to roar on the other side of the scrapyard - which Grandpa Max bought exclusively for Kevin to practice his powers as he grew up. The sound of warping metal and breaking glass fills the twilight. The neighbors down the road are _probably _gonna put in another noise complaint. Ben can't exactly bring himself to care, though - Max never seemed to, not when he _knew _Kevin needed the outlet.

Gwen starts to tear up. Ben's throat suddenly has a knot in it, too.

"I keep hoping it's some kind of fake-out." -Gwen admits, after the noise begins to die down. "It seems like something he'd do, y'know? Not in a mean-spirited way, of course, but..."

"No, I get it." -Ben says. "Grandpa always had that..._mystery_ about him, I guess."

Gwen hugs herself. "I checked for his life force. Just in case. He's just..._gone_, Ben."

"That's why we went to his funeral, cuz."

"_No_, I mean...according to the books Grandpa Max gave me, when someone..._passes_, a remnant of their essence remains on Earth. That's how a necromancer would bring someone back, taking that echo and reanimating it and the body around it with magic. I tried to find him, but Grandpa's essence is nowhere to be found."

Ben doesn't want to get his hopes up, so he promptly shoots the possibility down. "Maybe it's just...one of the spells that don't really work for you."

Gwen sighs. It's hit or miss with her, it's true; some of the spells she's tried, no matter how accurately performed to the instructions on her books, just don't work. Max always said he'd ask around, but he never got around to figuring out the reason behind her occasional dysfunction.

"Maybe." -she admits, though she seems unconvinced. "It's just...I've been trying every alternative explanation. It's driving me crazy, that I can't figure out _why_ he'd go to New York, _alone_, just in time for aliens to invade."

Ben nods. It's been eating away at him, too - Max was a well travelled man, seemingly friends with people in all fifty states, and beyond America's borders, but he rarely travelled alone, never left behind the Rust Bucket when he did, and - this was the _truly _unheard of part - under no circumstances would he ever skip on their annual road trip to go on an impromptu, solo flight to New York.

And yet, he left in a hurry as soon as the news on the Chitauri broke out, on a _plane _of all things, and left a sleeping Kevin behind on the old, rickety RV a week or so before they were all set to leave for the summer.

He didn't even say good-bye.

Kevin returns then. Steel fades from his hands as he releases his hold on the absorbed material. His clothes are a bit torn up, most likely from shrapnel, but at least his mood seems to have improved somewhat.

"Kevin, I…" -Gwen begins, hesitant.

"It's alright." -he cuts her apology off. Ben knew it would be; Kevin could never hold a grudge against Gwen. "I should _probably _have a tighter handle on things. Normal people don't crush rusted out cars in a blind rage."

"Normal people can't turn their own flesh into whatever material they're touching." -she counters. "It's okay to grieve in whatever way best suits you - _including_ using your powers as an outlet in a safe space."

He sighs. "I guess. It's just...my brain feels like it's going in circles, y'know? I can't help but go back to the night before, trying to figure out what I missed. Why the _hell_ would he think flying into an invasion would be a good idea?"

"Grandpa was never one to look away when someone needed help." -Ben gently reminds him. Max is, after all, the reason Kevin has a second father to mourn in the first place.

"Plus, he used to work for the government." -Gwen says. "Maybe he just...knew something ahead of time."

"If he did, why didn't he tell me?" -he asks, half in anger, half in despair.

The Tennysons don't have a good answer for him. Kevin doesn't really expect them to.

* * *

Grandpa Max _did _have a house, but he only ever used it as an oversized storage unit after his kids moved out. He always preferred bunking in the Rust Bucket, always claimed he slept better in the tiny cot, with all the creaks and strange noises that the old RV perpetually makes.

Kevin sleeps in the Rust Bucket, too, though he's always been far less enthused with its quirks. Kevin's an avid lughead, and he's always wanted to fix it up to modern standards, but Max never allowed him to peek under the old girl's hood. Kevin never understood it, considering how encouraging Max always was in pretty much every other aspect of life, but he respected the old man's wishes.

He's gone now, though. After some deliberation, Kevin decides to pop the hood open. Ben is on his way to Grandpa's home, then, per Kevin's invitation.

"How are you holding up?" -Julie asks him. Kevin didn't _explicitly _invite Ben's girlfriend, but the two have basically been an item since she knocked the _heck _out of him with a soccer ball to the face in third grade of middle school.

"Better than monday." -he says, hands in his jeans' pockets. "Still, not great."

Julie hums. "I still can't believe your mom didn't go to the funeral." -she says. Anger is a rare look on her, but it's more than justified. "I mean, I _know_ she was never really a fan of Max's, but…"

"You'd think a death in the family would take precedence over her re-election fundraiser?" -Ben finishes for her. "_Yeah_. Trust me, I'm still mad about it. One more for the pile, I guess."

"You know, my parents love you as the son they never had." -she says, smirking. "I'm sure dad could work some lawyer magic."

"And subject myself to the Yamamoto extra-curricular extravaganza?" -he teases. "No, thanks. I'm happy working the counter at Mr. Smoothy and playing videogames for a living."

She smacks his arm, playfully. "Hey, my parents are _way_ better about that these days. I'm down to _only _swimming and tennis practice!"

Ben chuckles. It's a bit of a dark one, considering how utterly overworked Julie was for years, thanks to her formerly overbearing parents. "Yeah, I _guess_ that's true."

"I can never thank Gwen enough. Well, Gwen's parents, at any rate."

"If only we'd known sooner that your parents would see the error of their ways after a single meeting with my aunt and uncle."

"So many wasted years." -Julie agrees. She turns a bit somber. "It's honestly hard to believe Max's children were, well, _his_. Your dad and aunt are just so..._different _to him."

Ben nods. "He never really touched the subject, but I could tell how disappointed he was in them. It's _probably_ why he stole us away every chance he had."

Julie offers a small smile. "Well, I can't say I'm gonna miss not having you around most of the summer, but...you _were_ always happier when you returned."

"Maybe we can all go next year." -Ben suggests. "Kevin will be eighteen by next summer, so he'll get his driver's license. We've been talking about keeping the road trip tradition alive in Grandpa's honor. Not sure how'll long _that'll_ last, since Gwen _definitely _won't stay in California when she goes to college, but still."

The brunette purses her lips as they turn the corner to the cul-de-sac where Max's house is located. "I dunno, Ben. Your road trips are a _family_ tradition. I wouldn't wanna intrude."

"Oh, come on, Julie. You're _practically_ family. More, sometimes, than my own parents." -he says.

They never really talk about the future; their relationship's always been one lived day by day, but, in the wise words of Smash Mouth, _the years start comin' and they don't stop comin'_. They're almost sixteen, and the prospect of what comes shortly afterwards looms on the horizon. Kevin deals with it by _not _dealing with it. Gwen _obsesses _over it. Ben isn't quite sure where Julie and him will fall on that particular spectrum.

Julie links her and Ben's arms at the elbows, blushing. She doesn't say anything, but then she doesn't need to. They walk the well-worn path past Max's house, to the small clearing where the Rust Bucket resides.

"Oh, hey guys." -Gwen says, once they reach the RV. She's levitating a tool box beside Kevin, her eyes glowing a vivid magenta, but Julie and, of course, Ben are completely used to it. Even if the world wasn't in the midst of having superpowered people become the norm, rather than the exception, Julie's been there through the whole process of Kevin and Gwen discovering and developing their abilities.

Kevin pokes his head out beside the hood, his face smeared in motor oil and some kind of cyan _goo _Ben can't identify at a glance. "_Ugh_, just _look _at you two. You look like you're _married._ Like, with _kids_. Go make out in a couch or something, like proper, hormonal teenagers."

Julie rolls her eyes, amused. To this day, Kevin has failed to get a rise out of her. "Figure out your massive crush on _you-know-who_ and we'll talk, Levin."

Gwen raises an expectant eyebrow, but Kevin just grumbles and hides under the hood again. No one can tell, but Gwen rolls her glowing eyes.

"So, what did you find? Beside the half-broken engine of a forty-year-old RV?" -Ben asks.

"See, that's the thing, Tennyson." -Kevin says, beckoning them to come forward. "That's not at _all_ what I found."

Ben frowns as they approach. He's not exactly a car guy, but...whatever Kevin is tinkering with _does not_ look like any engine he's ever seen.

"Holy _shit_." -Julie sums it up best. She curses more often than you'd think. "What the hell is _that_?"

Kevin shakes his head. "Well...if Max's 'read me in case I die' notes are to be believed? A Nova-made, cold fusion powered, _Star Blaster_-class starfighter drive, specifically adapted to fit the frame of a 1978 GMC Royale."

* * *

"So let me get this straight."

They're all sat around a futuristic looking chest the size of a Saint Bernard, surrounded by precariously stacked knick-knacks and _oddities_ from every state in the Union, items that Max collected over the years and stuffed every corner of the house with. It's not _quite _a hoarder, in-need-of-an-intervention situation, but the living room is, admittedly, cramped.

"Grandpa Max was an astronaut in the sixties for a _secret_, joint space program…"

"Sponsored by some kind of S.H.I.E.L.D. offshoot, called the Sentient World Observation and Response Department. S.W.O.R.D. for short, because _acronyms_, I guess. Max said they used some kind of alien power source to beat both the russians and America to the Moon." -Kevin supplies.

"...got captured by aliens almost as soon as he breached Earth's orbit…"

"He calls them Kree. Some kind of imperialistic alien species that's interested on Earth, for some reason. They have a fleet blockading the planet, and they strictly control who leaves and enters our atmosphere." -Gwen added.

"..._escaped_, then spent the next _ten years_ in space…"

"He made it to Xandar, capital of the Nova Empire. I get the feeling them and the Kree don't really get along. He found some kind of weapon he only calls 'The Watch', and helped the Nova Corps put down some kind of crazy alien warlord with it." -Kevin explained.

"...before returning to the planet to settle down with his _alien wife_." -Ben says, shaking his head.

"Hence, my powers." -Gwen pipes up. "Grandma was an Anodite, some kind of energy-based alien life form."

Ben pinches the bridge of his nose. He can only imagine that all of this - space adventures, alien grandmas, and all - would be more of a shock if he were part of a more typical family, but Grandpa Max's secret, space adventurer life somehow makes more sense than the idea of him being a regular old guy with a love for all things americana.

"Wait, so...your parents are half Anodite? How does that even _work_?" -Julie asks both Gwen and Ben. "If they're hybrids, how did they even have _you_?"

Kevin, who's perusing some kind of holographic pad, is the one to respond. "Apparently, Anodites aren't so much a species as they are a cosmic phenomenon." -he says. "Says here they're only born after an organic with 'the Spark' dies. Oh, and they're _immortal_ once they assume their true form."

"How does that answer Julie's question?" -Ben asks, confused.

"No, I think I get it." -Julie says. "If they're pure energy, Anodites probably don't have DNA or anything like that. The only thing your grandma would've inherited her kids would be that '_spark_' thing."

"But then, why don't they have powers, like I do?" -Gwen asks.

"Well, they _are _still alive." -Kevin says.

Gwen crosses her arms, unimpressed. "So am I, Kevin."

"_...right_. Maybe...it skips a generation?"

"That can't be it. _I _don't have awesome alien magic powers." -Ben notes.

Julie fondly shakes her head. "We're getting carried away, here. I think the bigger question here is how you guys know all of this."

Kevin holds up the holo-tablet, which seems to be projected from a physical disk or medallion with a green and black hourglass-like design. "With this. Found it in the Rust Bucket's glove compartment."

"What? But all he ever had in there were extra ponchos and emergency flares." -Ben says.

"Not anymore, I guess. It's a sort of..._codex_, I suppose. Galactic civilization as Grandpa knew it." -Gwen says. "He left it behind for Kevin to find just before he went to New York."

Ben frowns. "And the chest?"

"This thing works like a key." -Kevin explains. "We brought it in the house and the chest popped out of his bedroom closet on its own."

"We would've opened it, but we were waiting for you." -Gwen says.

"Well, let's open it, then." -Ben says.

Gwen purses her lips. "Are you sure? Seems kind of like a point-of-no-return situation."

"We already know we're _technically part alien._ How much worse could whatever's inside be?"

"Good point." -Kevin says, rising from the sofa. He collapses the hologram, then places the disk on top of the chest.

Green light bursts from the disk, and washes over the four teens. It seems like some kind of identification process, judging by the way the light forms a grid over their skin and clothes. After a moment, the hourglass on the medallion blinks twice, and the room falls to darkness.

A blink later, Ben finds himself sat in an empty void, except for the chest and the badge. Gwen, Julie, and Kevin have all vanished, along with the house around them - even the chair he'd been using is gone, even though he can still feel it supporting his body. Before he can gasp, or otherwise express his shock, more light emanates from the disk, shaping itself into a very familiar shape.

"_Hey Ben._" -Max Tennyson says, like he isn't six feet underground.

* * *

Ben hesitates. "Grandpa...what is this?"

He smirks - that classic, _I've been around_ kind of smile, which he used to attribute to his love of extended road trips and long-distance friendships, and now knows to be complemented by a freakin' _space odyssey_. "_It's a memory lock. You make an imprint of your mind to act as a guardian for whatever you want to keep secret. Borrowed the tech from some friends of mine_."

He frowns. "So I'm not actually talking to you."

"_Eh, it's all relative, son. I made this imprint just a few hours before I left for New York. I'm as close to the Max you know as I can be_."

"Well, the Grandpa I know is _gone_." -he says, bitter. "And I'd really like to know _why_."

Max gives him an apologetic look. "_Well, I'd certainly hope not. Unless something went terribly wrong on the way to New York, I _should _still be kicking._"

To say he's shocked by this would be a lie. It's still a punch to the gut, but, much like Gwen pointed out before, this feels like _such _a Max move. It's like when he became Kevin's legal guardian - everything happened in a day, mountains of paperwork included. Grandpa just..._knew_ a guy. It also makes a ton of sense now, why Gwen's spell couldn't find his essence. Max isn't dead, he's just off-world.

"_I know, Ben. I'm sorry. I wish I could have spared you all the pain - those of you who care, anyway - but I might as well be dead to the people of Earth. Regardless of how my current mission goes, I'm not planning on coming back._"

Ben shakes his head. "What do you _mean_? _What mission_?"

Max purses his lips. "_Ben, I'm part of an interstellar peacekeeping force called the Nova Corps. I'm sure Kevin's told you the basics by now, but the gist of it is, I found an alien artifact after escaping the Kree - an ancient, powerful object that bonded with me and gave me..._powers_, abilities beyond those any regular human is capable of. I wielded it, all those years, but...I could never truly master it. The Watch and I were not a perfect match - my genetics were off, if only by a couple markers. Eventually, and after I'd fulfilled my purpose in defense of the galaxy, I broke the bond I had with this artifact, and returned to Earth_ _with the woman who would become your grandmother, Verdona_."

"_I thought that was the end of that. But, not long afterwards, another threat loomed in the horizon. Verdona set out to fight it, but I stayed. I couldn't abandon my children. I've ignored this threat ever since, but the Chitauri invasion of New York was a wake-up call. Earth is no longer safe in its anonymity. The powers that be now _know _the planet and its people are much, _much _more than the backwater mud ball they once thought of Earth as._"

Ben takes this all in. If anything, he's surprised his Grandpa resisted the call to action for _that_ long; he was never one to refuse a request for help. In that sense, they are _very much_ related.

"How can I help?" -he asks, finally. "I know, I'm just a kid still, but I want to protect the planet, too."

Max smiles. "_I know you do. And I knew you'd ask. That's the grandson I raised._" -he says, proud, but his expression soon turns somber. "_Ben, this is not a burden you can take on lightly. If I'd had my way, I would not have revealed any of this to you until you turned twenty-five - the same age I was when I began my own adventure. As it is, we don't have the luxury of waiting - and though your destiny is, and always will be your own, the Omnitrix was always meant for _you_, and Earth _will _need for someone to wield it._"

Something _clicks_ inside him when he hears the word, the name of the fabled Watch. It's a combination déjà vu and sudden realization, like he's meeting a soulmate from a past life. Ben has never lacked confidence, but this is on another level - he's never been more sure of _anything _in his life: he needs to put on the watch.

"_The_ _Omnitrix_...that's what's inside the chest?"

Grandpa nods. "_Among other things, yes. A warning, Ben: once you decide to open its container, there is _no _going back. My genetic code not being a perfect match for the Omnitrix is what allowed me to break the bond. Once you're matched up with it, the biometric lock _won't break. Ever. _This is, quite literally, the responsibility of a lifetime_."

Ben narrows his eyes. "I'm ready."

Max chuckles. "_You really aren't. _Nobody _could be, not for this. But that's ok. Nobody's born a hero._"

He vanishes with a wink, then, and color returns to the world. Ben finds himself blinking heavily in order to adjust back to reality, and the others seem to be doing the same.

"Well, _that_ was trippy as fuck." -Kevin says, sarcastic, earning him an indignant swat from Gwen.

"_Okay_, so it wasn't just me." -Julie says, somewhat relieved. "We all just had a chat with a not-so-dead Grandpa Max?"

Ben nods. "What'd he tell you guys?"

Kevin crosses his arms. "A lot. Not much I'm willing to talk about." -he says, then sighs. "I _can _say that we're gonna need all the help we can get, though. I'm gonna need to make some calls, if we're going through with this."

"I'm not sure we can." -Gwen says, pursing her lips. "Nevermind the fact that we're all still minors, we can't just up and _leave_ _everything_ _behind_. I'm lucky my parents even let me hang out with you guys, now that Grandpa's..._away_."

"I don't think Grandpa's expecting us to do that, Gwen." -Ben says. "I think he expects Earth to be attacked by whoever's behind the aliens on New York, and he wants us to be ready for that."

"Isn't that what S.H.I.E.L.D. and the Avengers are for? What countries have _armies _for?" -she argues. Whatever Grandpa told her, it must have her spooked; Gwen is _usually _the voice of reason, but she's never _this_ reluctant. Not when it comes to helping others.

Again, it runs in the family. Even if - like grandma's alien superpowers, maybe? - it _did _skip a generation.

Julie shakes her head. "You've seen the footage, Gwen. They _barely_ held them off, and even if that hadn't been the case? Even _Supergirl_ can only be in one place at once. What if the aliens pop out over San Francisco? How long will it take them to get all the way over here?"

"Even if the Chitauri never return...this is _it_ guys. I know you never dreamed of becoming superheroes, not like I did, but you've _always_ wanted to use your powers to _help_ people. There's no better time to do it, right? People with superpowers are on national news, now! And it's not like Iron Man three years ago, or Elastigirl in the nineties, or even Captain America in the forties. It's not a _novelty_ anymore. It's a _responsibility_, and I don't think we can afford to put it off for long."

Julie looks starstruck, and the others seem stunned. Ben is rarely this..._verbose_, but being a hero has been his dream ever since he met Kevin as a child. Heck _yeah_, he's passionate about this. And, sure, the fact that this is _probably_ the only way he's ever gonna see Grandpa Max again is not lost on him.

"This isn't gonna be easy, Ben." -Gwen warns him, though she's practically convinced already. "We'll have to keep things secret, at least until we have a handle on things."

"Plus, if this _Omnitrix_ of yours is as important as Max said, it's _probably _gonna attract some nasty folks." -Kevin adds. "Might make things..._unsafe_ for the people you care about." -he says, glancing at Julie.

She crosses her arms. "I can swing a _mean_ tennis racket, Levin." -she says, raising an eyebrow. "But, even if I couldn't, I trust you guys to keep me safe."

The weight of her trust settles on their shoulders. "We're really doing this, aren't we?" -Gwen rhetorically asks.

"Becoming Arcadia's very own superheroes? _Heck_ yeah." -Ben says.

The case opens then, vacuum seals popping with the corresponding hiss. Ben's gaze immediately falls on a spherical container, which he somehow knows to contain the Omnitrix. There's other items inside - a few books, a belt or bandolier of some kind with several indentations, some communication devices, and more of the green and black disks - _badges_, something in the back of his mind tells him - but he goes straight for the orb.

As soon as he takes it out of the case, it opens up like an armadillo, revealing the device. The Omnitrix is mostly black, with white and green accents, and glows softly with an inner emerald light. The material it's made from is metallic, but not like any other he's ever seen, betraying its obvious alien origins. There are no symbols on the watch, other than the same hourglass design from the badges.

Funnily enough, it does not, in fact, seem to be able to tell the time.

He only gets a couple of seconds before the watch comes to life, jumps onto his left wrist, and clamps down, sealing his fate as wielder of the Omnitrix.


	2. Siren's Call

**I'm surprised no one called me out on the gang not living in Bellwood. Arcadia Oaks, California is the setting for this story, a town with a ton more to it than meets the eye which Tales of Arcadia (Trollhunters/Wizards/3below) fans will be familiar with. If you haven't watched these shows, don't worry; I'll explain whatever needs explaining as the plot goes along. If you don't _like_ these shows, well, I did warn y'all about the multicrossover deal. I chose this town for reasons that will become important down the line (and because I've written most of a Trollhunters AU which takes place in this universe), so I hope you stick around that long.**

**Without further ado, here's the chapter!**

* * *

Ben's entire body glows an intense, neon green for a full minute after the Omnitrix wraps around his wrist. It doesn't hurt, merely causing his skin to tingle a little, but he _does_ make the wooden floor under his feet smolder, so he rushes out to the backyard, his clothes starting to smoke.

The glow subsides as soon as the others catch up to him. Ben stares at the object on his wrist, which seems to be processing something, judging by the way its faceplate keeps spinning around. He tugs at the skin around it, finding that the watch has indeed _fused_ with his body. It doesn't hurt, either, but knowing that he'll likely never see that wrist again is _kinda _sobering.

"Well?" -Julie asks. "Do you feel any different?"

"No." -Ben says. He closes his eyes, trying to feel for any changes aside from the small, added weight on his left arm. "Not really."

Gwen pulls his arm towards her, examining the watch closely. "So...what does it _do_, exactly?"

"It gives me alien superpowers, apparently."

"Doesn't look like much." -Kevin notes. "How's it work?"

"Yeah, what alien powers does it give you? Can it give you magic like mine?" -Gwen asks.

Ben winces. "I...have no idea. _Probably_ should've asked Grandpa."

"Well, it _does_ have some buttons on it." Julie says. "Press them, see what happens."

Ben does. The Omnitrix chirps in response, but nothing really happens. In the back of his mind, Ben knows it's working as intended - he can't quite figure out _why_ he knows though, and _that's_ cause enough for concern.

Kevin rolls his eyes. "_Great_. Watch's busted."

"I don't think so." -Julie says. "I think it might be..._updating_."

"What do you mean?" -Gwen asks.

"Well, your grandfather wore this for the last time...what, thirty-five years ago? Maybe whoever made this thing pushed some updates over the last couple of decades." -Julie reasons.

Kevin rolls his eyes. "It's not an _iPhone_."

"Well, _no_, but it's still a piece of technology, with it's corresponding hardware and software."

Ben shrugs. "Even if that wasn't it, I'm not like Grandpa. Physically _or _mentally. It's probably just adjusting to me."

Before Gwen or Kevin can argue otherwise, the watch face stops spinning, making a _bloop-bloop_ noise that Ben, again, _somehow_ knows means 'ready'. He taps the button under the faceplate, and the latter suddenly springs up, the hourglass design changing into a rhombus within which a black, humanoid shape forms, complete with tiny, surrounding alien text that he can _somehow read_. The watch beeps constantly, insistently, as if it can't _wait _for Ben to use it.

"Any of you guys know what a Pyronite is?"

The other three teens all shake their heads, fascinated. Ben takes a deep breath. "Well, I guess we're about to find out."

He's about to slam down his palm on the watch to activate the process - _and_ _why does he know to do this, what the _hell - when Julie stops him. "Wait!" -she says. "Are you _absolutely _sure you wanna do this? None of us will judge you if you back out."

"_I _will." -Kevin says, smug, which earns him an elbow to the ribs from Gwen.

Ben smirks. "It's ok, guys. I'm not really sure _why_, but I _know _this. The Omnitrix is..._familiar_, somehow. Grandpa said it was always meant for me. No idea why that's the case, but it definitely feels like he was telling the truth."

Gwen purses her lips. "Alright, just...be _careful_. Grandpa's funeral was _rough_, and _he's _still alive out there. Don't make me bury my best friend."

Kevin nods, rarely seen seriousness permeating his expression. "Or my brother."

"Or my lover." -Julie says. When she sees Gwen's scandalized expression, she giggles. "What? It _rhymed_, Gwen, don't worry about it."

Ben smiles at the broken tension. "I know I don't say this enough, but...I love you guys. If I don't make it...well, I'd say '_tell my parents I love them_', but I don't think they'd buy it. Find Grandpa, and tell _him _instead."

He closes his eyes, raises his hand, and, as he slams his palm down on the artifact on his wrist, says, "It's _hero _time."

* * *

All that Gwen, Julie, and Kevin can see of the process is a blinding flash of neon green light, as Ben's entire being is rearranged to match the physical profile of a Pyronite, but to the rest of the galaxy, and perhaps even beyond, the Omnitrix's first activation in decades is a short-lived but utterly _massive_ beacon, a siren's call that none can ignore.

The Bounty Hunters' Guild on Knowhere immediately whips up into a frenzy, mercenaries and cutthroats of all shapes and sizes _rushing_ to claim the long-standing mark on whoever has become the watch's bearer; the Kree fleet blockading Earth rushes to report the event to the leadership at Hala; SWORD's orbital command center, _Ascalon_, comes to renewed life as they struggle to make sense of the Omnitrix's signal; and of course, the massive dreadnought _Chimaera_, half buried into the scar it left upon the martian moon of Phobos' surface, begins to dig itself out of its decades old grave, immediately sending out a probe to pinpoint the location of the fabled watch for its dark master.

* * *

The change only lasts a second, but Ben's mind still experiences flashes of another creature's lifetime.

He sees others like him - _them_, Ben realizes, feels more appropriate to describe the genderless Pyronite - people he instinctively knows to be the alien's family. The creature he's becoming is small, then, and those around them tower over their short stature. Their bodies glow green, a familiar temperature, tapering off to to the cyan of their eternally blazing fringes. Then the alien grows, and the creatures around them change; they're no longer surrounded by the comfort of a home, and the mass of people around them reflect the change. None of the aliens around the Pyronite seem to glow at all, core temperatures too low to register as anything more than a purple-black void. The last thing Ben sees of the past is a fight - their hands streaming white torrents of flame, lighting similarly dark figures ablaze. They glow only for a moment, which Ben knows won't last long. Soon, all that'll be left is a cold, empty void in space, in the shape of those they've burned.

As soon as the hallucinations - memories? - end, Ben opens their eyes to fire, smoke, and a couple extra feet in height. Everything around them is the wrong color; the grass that should be green is nearly black, and their friends are various shades of dark blue and purple. They look down to see that the Omnitrix itself has disappeared, but the symbol on its faceplate has become an emblem on their chest. Their body is igneous rock, appearing bright green to their alien eyes, white cracks all over their body betraying their inner power. Their hands have four digits, while their feet have only two.

"What's with the name?" -the taller person asks. _Kevin_. They _know_ this, _come on_. They may have just turned into an extraterrestrial lifeform, they may be setting the ground beneath their feet on fire - hell, he may not even be a _he _anymore, but they're still Benjamin Kirby Tennyson.

"The name?" -they ask. The Omnitrix pulses softly with his words - _alien_ words, instantly translated to english. He sounds kind of like a grizzled action hero, which he's definitely ok with.

"Yeah, you shouted '_Heatblast!_' when you finished transforming." -Kevin says, raising an eyebrow. "Real hero-like, too."

"Oh. That's just my..._our_? This alien's name." -they say. Ben's _pretty _sure that the Pyronite in the flashbacks wasn't called _Heatblast_, but the being they've turned into definitely is. It just..._feels_ right.

Gwen frowns. "What do you mean, _our_?"

"It's hard to explain. It's like they're..._in here_, somewhere." -they say, tapping the side of their head. "Whoever this body was based on, maybe."

Kevin raised an eyebrow. "So what, you've got an alien hitching a ride on your brain?"

Ben shakes their head. "No, that's not how it works. I think...I think if I'd turned into a Pyronite without this weird..._connection_, I'd have to relearn _everything_. Walking, talking, _fighting_. Whatever my body is capable of, now."

"And? What _can _you do?" -Julie asks.

Ben hums. "Well I think I see in temperature, for one."

Their girlfriend tilts her head. "Come again?"

"Yeah, like those thermal vision cameras, or goggles." -they say, then gesture toward the others. "You guys look dark, like you're really cold. My hands look green-ish. So did the other Pyronites I saw in this guy's life's highlight reel."

Gwen crosses her arms. "_Huh_. That's a really useful power. I bet you can see people who're camouflaged, or even invisible."

Ben gasps, excited. "Like the Predator!?"

The redhead rolls her eyes. "..._sure_. I guess."

"That's neat and all, but I don't think it's gonna help you actually beat up the bad guys." -Kevin notes.

"Don't worry, I've got something for them." -they say. They pool a bright, white-hot ball of plasma between their hands. "Like _this_!" -they say, and throw the ball straight up at the sky. The glob flies much too far and fast for the alien not to have _some _kind of superior strength, and then bursts into wild flame, almost instantly dispersed through the air. They then blast a stream of plasma from their palms, a shorter ranged flamethrowing attack that sounds like a raging furnace, and has the others backing up to avoid the worst of its convective heat.

Julie grins. Beads of sweat have popped up all over her forehead, as well as Gwen and Kevin's. "This is so cool!" -she says. Ben winks at her. Heatblast can't blush, but their flames do seem to burn a bit brighter for a second.

"I'll admit it: that's impressive, Tennyson." -Kevin nods. "Should probably turn it off though, before you set the forest on fire."

Heatblast hesitates, looking at the smolders beneath their feet. It's slow going, thankfully, because the plant life around them is still green from spring and summer, but they're not getting any less hot. "Uh...I don't...I don't know _how_, exactly."

The first few flames start flickering beneath Ben. "_Oh god, that's not good!_" -they panic a bit. "Quick, put me out!"

Julie bolts for the nearby hose, and blasts Ben with extreme prejudice. The water immediately evaporates though, even before touching Heatblast's rocky exterior. Ben's expecting it to hurt, but they can't even _feel_ it, and their fiery corona isn't diminished at all. The grass stops burning, at least.

"_Jesus_, what the _hell_?" -Julie mutters. "Oh, I know! The lake!"

The lake is more of a glorified pond, but it's only a half mile away or so. It's secluded, too, but that's less of a priority right now, admittedly. The four of them start running, Ben's naturally longer legs granting them an instant lead. It only takes Heatblast about half a minute to get to the lake, into which he immediately cannonballs, leaping several dozen feet in a single bound.

The water hisses explosively upon contact, sending a sizable column of superheated vapor spraying away. Ben sinks all the way to the bottom; their body is heavy, owing to its dense mineral composition. Ben's at least thankful that they don't seem to be drowning or suffocating, but the flames don't seem to be going out at all. A sphere of magenta energy encircles them, trapping them with instantly boiling water. They're pulled out of the lake by Gwen, who's floating above the surface, and deposited on the shore. It's hardly a solution, since the sand and rocks are already starting to melt.

"Thanks."

Gwen shrugs. "I did it for the poor, boiling fishes."

"_Okay_…well, we're in panic mode." -Ben admits. "We need to figure _something _out fast, or I'll have to move to the nearest volcano."

Kevin and Julie catch up to them, looking winded. The older teen has the Omnitrix-themed badge, and quickly brings up the holographic data. "I think there might be a way to get you back to normal, Ben."

"You're not gonna like it." -Julie warns. "_Kevin_ might, though."

Ben kicks at the liquid glass and actual, literal _lava _under their feet. "I don't care! Do it!"

Kevin shrugs. "I mean, if you _insist_." -he says, then absorbs the alien metal from the badge, and charges. Before Ben can even begin to figure out what the hell Kevin is doing, the Enhanced decks them, his fist connecting with their chin and sending them sprawling with a groan. Kevin doesn't just become whatever material he touches; his strength and durability adjust accordingly, so the hit _definitely _stings. Ben thinks it might've even cracked their rocky jaw.

"_Kevin_!" -Gwen cries, landing protectively beside Heatblast. "What gives!?"

Kevin smirks, even though he shakes his hand in pain. Just the minor contact heated the metal up enough to glow a little. "Max's notes warned that the powers might wear out if Ben takes enough damage. Figured I'd punch some humanity back into him."

"That's a _terrible_ solution." -Gwen chides. "There must be another way."

"I mean, I was just skimming on the way here, so _probably_." -he admits. "But will it be as funny?"

Julie rolls her eyes. "Let me check that badge again."

Ben rises while Julie mutters her way through what looks like gigabytes of entries. "_Damn_. That was weirdly impressive."

Kevin crosses his arms. "Thanks." -he says, drily.

"Not _you_. Well, _yes_, your powers are never not awesome, but I meant _me_ this time. That kind of hit can punch right through walls, right? And don't get me wrong, it _hurt_, but I feel fine."

Kevin seems to agree. "Not that I was going for the kill, there, but you're not wrong. It's a good alien, this one."

Ben grumbles. "Yeah, well. Good in a fight, I'm sure, but _terribly _inconvenient in, like, human society. Everything's so..._flammable_."

"No joke."

Julie pipes up. "I think I've got it!"

Heatblast turns to see their comparatively tiny girlfriend approaching. Julie is already kinda short, so the Pyronite's seven-feet-and-change height seems gargantuan. "Don't get too close." -Ben warns. "Just the hot air around me could burn you."

Julie winks. "Honor student, remember? I've got a decent understanding of thermodynamics." -she says, then turns to Gwen. "Got a spell that'll protect my skin?"

"I think so." -Gwen nods, then starts chanting in an unrecognizable tongue. Julie's skin turns blue, her hair turns white, and scars like runes pop up all over her body. "Essence of Frost Giant." -Gwen says. "Coldest magical creature there is. I _think_."

Julie reaches Ben, and confidently reaches for their right hand. The touch hisses like a teapot, but neither of them seem to be in any discomfort. Julie guides their hand to the Omnitrix's symbol on their chest, then takes two of their fingers and traces the hourglass symbol like one might draw infinity. The design immediately turns red and starts flashing, accompanied by a sound similar to an alarm.

It takes about five seconds, but Heatblast's form finally becomes crimson energy, and shrinks back into regular, human Ben with a similarly scarlet flash of light. There's no odd memories or feelings this time; just the knowledge that everything's back to normal, human baseline.

Ben blinks, then yelps as he steps away from the heated ground Heatblast just stood on. Gwen easily removes the enchantment from Julie, who helps steady Ben.

"You alright?" -his girlfriend asks.

"I'm good." -he reassures her. "How'd you know to do that?"

"I'm a quick study." -she winks. "No, really, it's the same way you turn the Plumbers' Badge on and off." -she says, holding up the insignia. "I just figured the Omnitrix came first, and whoever made these was inspired by the watch."

Ben raises an eyebrow. "Plumbers' Badge? Is that what it's called?"

"That was the name of Max's unit within the Nova Corps." -Kevin interjects. "The Plumbers. I can't imagine why they'd choose that name." -he says, voice dripping with sarcasm.

No one really wants the conversation to turn scatological, so they offer no comment. Ben examines the watch, whose faceplate has turned red. "_Huh_." -he says, tapping the various buttons to no effect. "Guess it needs to recharge."

"Well, _that's_ just inconvenient." -Gwen says, raising an eyebrow. "What if you switch back to human in the middle of a fight?"

Ben shrugs. It _is_ a bit worrying to think about, but he figures he'll just have to quickly win. "It's not like I'll be fighting alone; you guys will be with me! I'll be fine."

"But what if we can't be?" -Gwen asks, worried. "You know how strict my curfews are, and Kevin lives really far from you."

"I live just a couple blocks away." -Julie points out.

Gwen purses her lips. "No offense, Julie, but I don't think you should be anywhere near the action, whatever that may be."

Julie crosses her arms. "Don't _patronize_ me. I know I don't have powers, but it's not like you guys are the _Avengers_, either. We're _teenagers_. Powers or no, we _probably_ shouldn't be thinking of fighting crime, or alien invaders. But we're gonna do it anyway, because the _vast_ majority of people won't even bother."

"It's her choice." -Ben tells Gwen. "Believe me, I'm not _super_ excited about the idea either, but getting in her way is only gonna make her angry. Julie doesn't stop."

"_Fine_. I'm sorry, Julie." -Gwen sighs. "It's still a bad idea, but...as long as you're aware, I guess."

Julie shrugs. "It's alright. We're all in this together, right?"

"Sure thing, Troy Bolton." -Kevin says, teasing.

"_Har-har_." -she says, then turns to Ben. "Anyway, how long do you think it'll take for the Omnitrix to recharge?"

Ben shakes his head. "No clue. I _really _should've asked Grandpa to explain how this thing works."

"Oh, don't sell yourself short. You've managed to turn into an entirely different life form! That's no small feat." -Gwen says.

Ben sits on a nearby boulder as thunder strikes in the distance. _Odd_, since the afternoon sky is perfectly clear. "Maybe, but...well, I honestly just did what felt right. Grandpa said I was 'destined' to wear the Omnitrix; I don't know if that's what he meant, but it definitely felt..._familiar_, somehow. Like I'd done it before."

Gwen hums. "Maybe you used it in a past life." -she teases.

"_Heh_, maybe. Though I feel like reincarnation might be a little _too _out there, even for us."

Kevin hisses. "_Oof_. That's a jinx, buddy."

"_Hostile technology detected_." -the badge in Julie's hands pipes up. They all look at it, four pairs of eyes widening in dread. They don't even get the chance to wonder what the Plumber Badge might've detected, as an enormous, tripedal robot breaks free of the treeline and bears down on the quartet.

"Oh, Kevin." -Gwen says, though it's far from his fault, "I wish you hadn't said that."

The machine is maybe forty feet tall, and vaguely resembles a red and maroon humanoid mantis. It has two clawed arms equipped with cannons of some type, two bright insectoid eyes, and three long, slender legs that provide it with eerily silent motion. The robot stops about a hundred feet away, and its crimson eyes light up, bathing them and most of the surrounding area in scarlet.

"Uh...maybe it won't see us if we don't move?" -Ben meekly suggests.

The towering machine buzzes loudly, and extends its arm, shooting them all with a red beam that washes over one of Gwen's hastily erected dome shields. Ben's heart pounds in his chest, and adrenaline kicks in. It feels like slow motion, seeing Julie quickly hand Kevin the Plumber Badge so he can absorb its material, Gwen wincing as she tries to hold the shield together, and his own hand frantically tapping on the Omnitrix's buttons. The fabled watch remains, sadly, unresponsive.

The beam ends, and the drone spends the next few seconds analyzing the situation. Gwen turns the shield into tendrils, which she uses to lash out at the robot's chest - it flinches a little, but the plating is barely dented by an attack Ben's seen pancaking rusted out cars. Kevin roars, charging in full on berserker mode.

That's what he calls it, anyway.

Julie and Ben book it for cover, a taller boulder than the one Ben had sat on. Julie looks scared, but determined. She glances at the Omnitrix as Kevin collides with the robot's right leg, which does bend under the stress. "That thing must've detected the Omnitrix." -she posits. "I can't believe it snuck up on us."

"How do we take it down?"

"I don't think we can." -she says, watching Kevin get swatted away, and Gwen struggle to hold back the drone from charging at the two of them. "We'll just need to hold out and hope the Omnitrix recharges."

Gwen provides a series of platforms for Kevin, who uses them to leap at the robot's head. Unfortunately for him, the extra effort on Gwen's part liberates one of the drone's arms, and it bats the Enhanced teen out of the air before it can make contact. Kevin lands with a heavy thud, and doesn't move afterwards. Gwen tries to fly toward him, but the robot shoots at her, and though she manages to shield herself from the worst of it, the beam singes her shoulder and downs her, too.

Fortunately for the older teens, the robot has no real interest in them, so it doesn't bother finishing them off. Unfortunately, it _does_ want Ben, and takes aim at him and Julie. Ben hopes against hope that the Omnitrix will suddenly turn green.

It does not.

With a roar, and holding her shoulder, Gwen blasts the drone with a beam of solid magenta energy. It carves through its raised arm and part of its chest, throwing off the shot. Ben still feels the rush of painful, hot air, and the smell of ozone.

The robot must have _some_ kind of AI, because it takes the time to aim its remaining cannon at Gwen. The resulting beam clashes against another dome, but Ben can tell from its size that Gwen is already exhausted. Julie surprises the heck out of him with a peck on the cheek. "Love ya." -she exhales, then bolts for a stray piece of debris, and throws it at the robot with all her might.

The small stone pings off the robot's hind leg, which makes it stop the attack. It rumbles with electronic sound and charges at Julie; Ben is ready to take his cue and do the same thing, but just then, the Omnitrix beeps at him.

Ben doesn't even think about it; he pops up the faceplate and slams it back down. There's a merciful lack of memories or flashes during the resulting transformation, and Ben doesn't even stop to wonder what the heck he's become. All he knows is that he's charging - heavy, thundering footsteps and the sound of broken glass accompanying his desperate run. He crashes into the robot's leg just as it's about to smash Julie, who's prone to the ground, the tackle so powerful that the robot actually topples over, massive legs struggling to make sense of its new, horizontal situation.

Diamondhead roars and slams down its cyan, crystalline arms down on the drone's chassis, sparks and metal flying. He tears into the robot with ease, razor-sharp flesh rendering the armored plates useless. He doesn't notice that the moribund machine has lined up a shot, but it doesn't even matter; the red beam refracts into harmless light and dissipating heat upon contact with Diamondhead's inorganic flesh. He's still annoyed, though, and his body responds in turn; his hand turns into a multitude of sharp points, which shoot towards the cannon like bullets, tearing the weapon to pieces.

The confused robot tries to rise, but Ben is way past allowing a fair fight. He reaches for his back, finding a massive spike growing out behind his shoulder, and yanks it free. It immediately regrows, not that he cares, as he leaps up into the air, and stabs its length into the robot's head. Its desperate movements cease, immediately.

Diamondhead stands over the oily carcass, not the least bit winded. He surveys the scene, and finds, to his relief, the three teens slowly walking up to him. Kevin looks none the worse for wear, while Gwen still clutches her injured shoulder, which glows the same color as her magic, for some reason. Julie's pristine white clothes are dirty, and her arms and legs bear scrapes and scratches, but she's otherwise fine.

"Goddamn." -she breathes, smirking like a maniac. Ben _hopes_ it's the hysterics of near-death, and not the joy of a thrill-seeker. You never know, with his friends. "I think I like Diamondhead better than Heatblast."

* * *

**I hope I conveyed an accurate mix of "How the heck does this alien superweapon work" and "Oh crap, we may have bitten off a bit more than we can chew." Also, I hate-hate-hate the entire plotline of the magitech sword, Ascalon, so instead of dealing with that, I gave it a nod as SWORD's base of operations. Sorry if you like it, but I think it's one of the absolute worst ideas in Alien Force, and the greater Ben 10 canon.**

**Also, here! Have some "lore" entries! This is how the idea for this story even got started, so I hope you enjoy! They're a mix of headcanons and existing canon, which is a fair assessment of most fics I write.**

Heatblast:

_The Omnitrix's sample of a Pyronite, from the planet Pyros. Heatblast is a powerful pyrokinetic alien, whose body is composed of igneous minerals, eternally set ablaze. They can shape the plasma that continually emanates from their body, projecting it in the form of tight beams, cones of flame, firebolts, etc. They can also absorb all forms of heat, and propel themself fast enough to enable a facsimile of flight. Their flames may be temporarily diminished by water or a similar dousing substance, but they can't willingly turn them off, which may be damaging to whatever they touch._

Diamondhead:

_The Omnitrix's sample of a Petrosapien, from the planet Petropia. Diamondhead is indestructible; as an inorganic life form, his "flesh" is composed of a crystalline material that is impervious to all known forms of conventional damage. He can also regenerate any part of himself, a function that extends to actually creating constructs that can be separated from his body, such as spikes and maces - though the constructs lose their indestructible quality as soon as they're separated from his body. Diamondhead is very heavy, and thus not very agile. He can also be very sharp, which may be harmful to the people around him. Petrosapiens are an extinct race, making Diamondhead the last of his kind._


	3. Humor and Deflection

**Content warning for teenagers talking about hormonal teenager things. But like, in a way more mature way than I or any other fifteen year old ever did.**

* * *

It's been a week, and absolutely _no one_ in town seems to have noticed that Arcadia was host to a hostile alien visitor.

Ben isn't _really _surprised; the town may not be physically small, but it's definitely on the _sparse_ side when it comes to population - just over two thousand, by the last census. On top of that, not many people visit, and those that _do_ never seem to wanna stay. Some of the older, more _superstitious_ residents claim that Arcadia is built on some kind of '_cursed ground_', but Ben's pretty sure the town is just..._boring_. Arcadia's biggest claim to fame is being the hometown of U.S. Congresswoman Sandra Tennyson - Ben's near-absentee mother - who spends most of the year in D.C., anyway. The coolest thing in town is _probably_ his boss's totally _sick_, custom-painted '_El Güerito_' burrito truck, and _that_ is a fairly recent addition.

Still, he watches the local news like a hawk, and, because Arcadia isn't cool enough to have its own local Reddit board, lurks around the town's ancient, could-pass-for-a-Geocities-page web forum. All he finds is the usual TV hosts, bored out of their minds and desperately wishing for a transfer to a more exciting city, and a few old conspiracy theories about the so-called 'cryptid sightings' of 2009, respectively.

So, nothing relevant on the alien activity front.

Only one person asks about the Omnitrix, and it isn't even his father - coincidentally, it's his boss at Mr. Smoothy, local fast food and electronics shop entrepreneur, Mr. Stuart. His dad's so busy managing his mom's reelection campaign that he fails to even notice Ben staying out later than usual - he and Kevin have taken it upon themselves to scrap the massive robot for parts, to be taken to Max's junkyard, which _just_ so happens to _also_ be an ideally isolated place to transform into and train with both Heatblast and Diamondhead. He's got a pretty good handle on them already - what with the weird genetic memory deal the Watch's got going on and Kevin's experience as an Enhanced - and he's itching to try out the other eight available species on the watch, but Gwen's reasoning - that he should at least _try_ to master each alien's power set before blindly moving on to the next - is, as always, sound. He knows he got _real _damn lucky when he blindly picked Diamondhead to take on the drone.

Aside from his new afternoon activities, Ben continues summer on as he did before. He wakes up early, eats the most unhealthy breakfast possible, and gets to job _numero uno_. Not that anyone but Julie, Gwen, Max, and Kevin knows, but Ben has a positively _tiny_ Youtube gaming channel he posts 'let's play' type videos to - a way to both pass the time doing what he loves, and take full advantage of the _ridiculously_ expensive gaming setup his mother tried to bribe his affection with last christmas. He's got like two hundred subscribers, and just over ten thousand views. _Nothing_ compared to even the smallest of more well-known channels, but he doesn't really care; just imagining two hundred people at once, watching and enjoying the content he produces, is more than enough to keep him happy.

He records the gameplay and voice-over in the morning, and edits it at night, leaving it uploading overnight on the town's _criminally_ _slow_ Internet connection. And, after the former is done, he dons the garish-yet-charming white, green, and pink uniform, and goes to work at Mr. Smoothy.

"I swear I've seen that before." -Mr. Stuart says to him suspiciously midway through his shift, sat on the bar, sipping on a mango and tamarind smoothie. Ben's boss is a pretty cool guy, a forty-something-year-old mexican man with a _mysteriously flawless _cockney accent. He's a quirky man, usually found wearing his trademark red robe and sweats, white t-shirt and frog slippers. He's a great boss, too, in that he never really _bosses_ Ben around, and only comes around every few hours to chat - just like this, though it's usually about videogames - and keep Ben from getting too bored by the naturally slow days a business in Arcadia can and should expect. Max drilled a great work ethic into Ben, too, so he's never had a problem at all with Mr. Stuart.

"You must go on some pretty dang sketchy websites, boss." -Ben coolly says, cleaning the previously used blender. He's hardly worried about him figuring out what the Omnitrix really is, considering Stuart is, well, just a human. "I ordered this thing online, on a dare from Kevin. Now I can't seem to get it off, and it doesn't even tell the time."

The older man runs an adorably chubby hand over his stubble-covered chin. "Well, you're not _wrong_. Half the fun of surfing the Web is ending up on weird conspiracy websites that play trippy MIDI files as soon as they load."

"You'd know better than me." -Ben says, shaking his head fondly. "I mostly live on Youtube and Twitter."

"Ah, I forget. _Millennial_." -he says, almost like a curse. It's a joke, of course. Stuart's never been one to lament 'the negative influence of the Internet on today's youth', or whatever the heck old people usually complain about. If anything, his boss wishes he were better at following online trends. "So if it doesn't tell the time, what _does_ it do?" -he finally asks.

Ben shrugs. "Besides looking cool? I dunno. Honestly, it's probably just..._busted_. Dead on arrival."

Stuart squints, examining the Omnitrix closely. "It _does _look cool." -he allows. "But I can't shake the feeling…"

"...that you've seen it before? Yeah, I get that. Maybe you saw it in an infomercial or something?"

"Somewhere in between my trademark Hot Cheetos induced midnight food comas? Hah! I wouldn't be surprised." -he says, amused. "In any case, kudos on the piece, I suppose."

"Thanks."

Mr. Stuart winks at him. "Now, I'd advise you to look at your wrist, but since your watch doesn't _actually _work...I _do_ believe you're late for Miss Yamamoto's _fútbol_ game."

Ben raises his eyebrows in surprise, looking at the wall clock. It's barely midday, which means he's still got a couple hours left on his half-day shift, but - and he _totally _forgot with all the excitement brought on by the Omnitrix - he _did_ ask Mr. Stuart for permission to leave early today, a couple days before Max's 'death'. Julie's been playing on a regional soccer tournament all summer long, and today are the semifinals.

"Oh, _crud_." -Ben says. He _definitely_ promised to go, though considering Julie didn't remind him at all, he's reasonably sure _she _forgot, too.

"Crud indeed." -Stuart says, sagely. "Go on, then, be a supportive boyfriend."

Ben purses his lips. "Are you sure, Mr. Stuart? I can stay, if you need me to."

Stuart rolls his eyes, then takes the ridiculous, oversized smoothie mascot-shaped hat off his head. "Don't you worry, I'll man the fort. Might as well work a bit for the merchandise I keep mooching off, yeah?" -he says, slurping down the last of his smoothie and awkwardly placing the hat on the massive brown _floof_ that is his hair.

The teen smirks. "Thanks, boss. I owe you one." -he says, taking off his apron. "See you tomorrow!"

* * *

Julie's _hell_ as a defense player.

For all her normal sweet, good-natured demeanor, she _kinda_ turns into a human version of the tasmanian devil when she plays. She'll shove, slide, and kick with the best of them. Ben won't ever pretend to know much about the game's more _tactical_ side - he does enjoy soccer, but baseball's more his style, because it's _Grandpa's _style - but he can tell Julie's talent goes above and beyond what one might reasonably expect from the roster of the _illustrious _Arcadia Oaks Moles.

Lame mascot, sure, but at least they're not, like, the _Spartans_, or the _Vikings_, or something. Ben's pretty sure there are several _billion_ schools in America with those mascots.

In any case, he's got lots of stuff to cheer her on about. Even though he arrives twenty minutes into the first half, he gets to watch Julie _demolish_ the other team's attackers when they dare get close to the Moles' goal. There's obviously less fear on her face, but the expression of absolute competitiveness and determination matches that which she wore last week, staring back at a forty foot tall killer robot from _space_. If _that_ doesn't tell you how passionate she is about winning, nothing will. Even with tennis and swimming, the two other sports her parents _heavily compel _\- read, _force_ \- her to keep practicing, her competitive streak tends to show, eventually.

The game ends up going into overtime, and it's _really _only down to luck that the Moles eventually score the one goal in the match. Ben kind of expects Julie to go on and celebrate the win with her teammates, but she pretty much rushes to him as soon as the last whistle is blown.

"Hey! You remembered!" -she says, hugging him without a care, despite the fact that she's caked in sweat and dirt.

He chuckles. "I'd love to claim I did, but uh..._no_, not really. Mr. Stuart reminded me just in time to get here, though."

She doesn't seem all that surprised. "Oh! Well, I'll be sure to swing by the smoothie store and thank him with my patronage, then." -she says, winking. "Honestly, no worries, I _totally _forgot as well." -she confesses. "It's been a, uh..._busy week_."

She gives him a pointed look, which Ben kinda feels is unnecessary. True, he's not exactly looking to out himself as a superhero-in-progress, but it's not like anyone's really paying attention to them. "True." -he settles for.

"Have you...y'know, tried anyone else?" -she asks, surreptitiously.

Ben chuckles. "That sounds _wrong_, somehow. But no, not yet."

"Following Gwen's advice over mine, are you?" -she says, mock offended. "I see how it is, Tennyson."

"Well, I'm _sorry_, but Gwen seemed like the more sensible person at the time. I seem to recall you excitedly asking me to 'show me all the other hot aliens you're hiding'." -he teases. "Gotta say, I wouldn't have pegged you for a xeno...xeno…" -he trails off. "What's the word?"

Julie blushes. "_Xenophiliac_. And _shush_, you."

Ben cackles. "I _almost_ called you a Xenomorph."

She crosses her arms and pouts a little. "It's not _my _fault that aliens are so cool. Even the acid blooded, perfect killing machine ones."

"Oh, _especially _those." -Ben says. "Shame they're imaginary, really."

"You don't _know_ that. Maybe Sir Ridley Scott is a secret space adventurer, too. Drew inspiration from harrowing life experience out there."

Ben snorts. "I'll ask Grandpa if we should beware Facehuggers anytime soon."

Julie shrugs. "I dunno, I think they're kinda cute. Minus the whole...face hugging, _forcible egg implanting_ thing, of course."

Julie's dad, second generation japanese-american Ken Yamamoto, walks up to them from behind his daughter, his wife Mara not far behind. "Extolling the virtues of hostile alien life forms, are we Jules?" -he asks, teasing, ruffling Julie's hair. It kinda backfires and sends sweat flying everywhere, but the gesture is genuine.

Mr. Yamamoto - Ken, he insists - is a horror movie enthusiast, much to his wife's chagrin. She prefers what Ben can only describe as 'cancer dramas'. "That's what happens when you have her watch those awful _bloodbaths_ you call 'movies' from age seven."

"Builds character!" -Ken says, winking at Ben. "It's good to see you, Ben. You're looking well."

Ben nods. Ken's tone has a hint of pity in it - makes sense, considering the last time Julie's folks' saw him was at Grandpa's funeral. "Y'know, it's good to go out, keep active. Helps that I got to see Julie kick butt, of course."

Julie crosses her arms. "_Meh_. Could've gone better. We're not exactly doing great on the offensive and the moment we come across a more defensive team, it's gonna bite us in the ass."

"_Language_, dear." -her mother reflexively remarks. "But I suppose you're not wrong. You can't be expected to carry the team to victory _every _time. Especially if they keep holding you back in the defense."

Mrs. Yamamoto is the fiercely proud, 'think about your future curriculum' soccer mom type. Ken is more of an 'experience all the things while you can, living vicariously through you' kind of father. Together, they make the perfect storm of overbearing parents, though they're way less intense about it now. Julie still rolls her eyes. She's got an ego, sure, but her mom's on another level. Even if she _did _want to play as a mid or offense, her style of play is rough and tumble, and lacks the _finesse_ needed to make important plays happen. Mrs. Yamamoto doesn't really get the difference, and she's never been inclined to figure it out.

"So, I assume you're not going out to celebrate with the team?" -Ken asks his daughter, immediately derailing any chance of an argument.

"Nah. I'm kind of exhausted. Plus, I'm starving, and the girls take _forever_ to order." -she says. "Why? What'd you have in mind?"

"Well, your mother and I need to be at the courthouse by five, but we thought we could treat you guys to lunch."

Julie lights up. "Yeah, for sure." -she says, then looks cautiously at Ben. "_Hey_. Are you up for it?"

Ben's not too surprised that she can play along with the 'Ben in mourning' plotline so easily; she's a consummate liar when it comes to her parents. Gwen's even better at it, but she _barely_ talks in her own household. "Have I _ever _turned down free food? It's like you don't even know me at _all_."

Ken heartily laughs and Mrs. Yamamoto has this sort of amused, '_my pantry can confirm_' look on her face. "It's settled then!"

They're by the family minivan, talking about what they're gonna get at Giannino's, when Ben gets the feeling that they're being watched; he turns towards the stadium, and sees the dispersing crowd. Several familiar faces from school and around town walk by, but none of them are watching him. Eventually, he spots her: a tall, blonde woman in a heavy looking coat, staring straight at him - well, not _him_, but the Omnitrix. Her eyes are narrowed, and she looks _displeased_.

"Ben? Everything alright?" -Ken asks him, holding the door open for him.

Ben turns back to the crowd, only to see that the woman has vanished. "Yeah…" -he says. "Just...memories, y'know?"

He hopes the utter dread he just felt gets mistaken for grieving nostalgia.

Ken nods, understanding. "Of course." -he says, then lets the door go. "Hey. I know you aren't on the best of terms with your parents, and we're far from ideal parents ourselves, but...well, just remember you're not alone. You can always talk to us, or if that's not your speed, we can help you find a professional. I know you've talked things over with Jules, and I imagine with Kevin and Gwen, but...it always helps to have one more node in your support network, y'know?"

Ben appreciates the thought, though he's not so sure telling a psychiatrist that he has an apparently highly sought after alien device permanently bonded to his wrist is the best idea. "I know. Thank you, sir."

He groans, but it's in jest. "Again with 'sir', huh? I _will_ get you to call me Ken before I die, Ben. I swear on my father's stereotypical japanese honor."

Possible new foe or not, Ben can't help but chuckle at that.

* * *

"_Ugh_. I _swear_ I've learned my lesson this time." -Julie groans, lying down on the carpet of her room, immediately under the AC, holding her abdomen. "No more carb comas from Giannino's."

Ben snickers, looking at her upside down from her bed. "I think you've said some variation of this at _least _twenty times since I've known you."

Julie makes a face and throws a dirty sports bra at his face. She's wearing a clean one and boxer briefs, having just showered and lacking any sort of parental presence in the house. This is about as '_naughty_' as things get between them. Ben doesn't think much of it, considering how used he is to seeing her half naked every time he visits her at swimming practice - pretty much every other day when school is in session. Julie's always been pretty confident in her own skin, has always had some serious body confidence that Ben kinda lacks. Nothing _too_ bad - not like Gwen, who's always been both the most insecure out of all of them, and the most conventionally beautiful - but it's still ironic, considering he can literally have radically different bodies at the touch of a button, now.

"Just because _you _have an iron stomach." -she says, full of regret. And delicious, homemade italian food. "I wish I had one too, but I think I only share your appetite."

Ben pokes at her abs, which are hard from a lifetime of exercise and the food baby she's currently regretting. "It's a glorious burden." -he says solemnly.

"It _feels_ like a burden, alright." -she says. "Are you seriously not even fazed? I saw you eat an _entire _meat lovers'!"

"Seven out of eight slices." -he clarifies. "And no, not at all. Honestly, I could go for a smoothie or something, still. Maybe a cheeseburger."

Julie scowls. "_Unbelievable_. Forget the Omnitrix, you had superpowers _way_ before inheriting the alien wristwatch."

Ben laughs, then spots a healing but still tender looking cut above Julie's ribs. "Is that from the game?" -he asks.

She glances at it. "What, this? No, from the drone. I took a nasty fall while you were transforming into Diamondhead, and I think a rock grazed my side." -she says, then points at a scrape on her knee, and a _major_ bruise peeking out over the waistline of her boxers. "These ones, too."

"_Jesus_. That sucks, I'm sorry."

"Don't be. You're not the scrap pile who caused them." -she says with a half shrug. "Besides, I have a bunch of new ones from the game." -she points out. And she _does_, of course; she's far from a stranger to physical injuries, due in no small part to her aggressive style of play. She's had broken toes, fingers, and even ribs, not to mention the many, many scrapes, bruises and cuts that come with the sport.

"_Still_. It's hard not to feel guilty when that thing came after me, and you're all bruised up while I'm fine." -he says.

"Kevin also turned out unscathed." -she reminds him.

"Sure, but he got knocked out _while_ in metal form. That scared the hell out of me. And Gwen's weird glowing burn hasn't gotten much better."

He's exaggerating a bit; Gwen's burn _has _healed, but the fact that it still glows magenta is _concerning_, to say the least. She's done a good job of covering it up, but her parents are bound to get suspicious sooner or later. They've already commented on the fact that she's wearing longer sleeved tops in summer.

"I mean, sure, it's a perk of the watch. You get to erase all your injuries when you revert...but that's just it: you can't really control _when _you revert. If you run out of 'alien time' in the middle of a fight, you're kinda screwed." -she reasons. "If you pick the wrong alien for the job, you're kinda screwed. And if you get knocked out - or worse - before you get to transform…"

"I'm screwed?" -Ben supplies.

She tips her head. "_Bingo_. The point is, no one power or hero is better than all the others. We all have our weak points, but so, too, do we have our strengths."

Ben stays silent for a few moments. "_Wow_. I don't know if it's the blood pooling in my head, but that sounded _super _wise."

Julie flicks his forehead. "Hell _yeah_, it was!" -she says, then sits up. Ben turns right side up, still poking his head from the edge of Julie's bed.

"I have a question." -Julie says, after a few moments of quiet companionship.

"About the watch?" -Ben guesses.

"Actually, no." -she says. "Something Kevin said last week, it made me think…"

Ben raises his eyebrow. "What is it?"

She looks at him from between her bangs. "Do you think we're lame?"

Ben blinks. "_Lame_?"

"Like, as a couple." -she clarifies. "He made fun of us, remember?"

"He makes fun of _everything_." -Ben shrugs. "That's...y'know, _Kevin_."

"Well, _sure_, but did he have a point this time?" -she asks. "I mean, _look_ at us: we're home alone, my parents won't be anywhere near here for _hours_, yours don't even care where you are...we're _teenagers_…" -she trails off.

Ben hums. "I assume this is an M-rated conversation."

She shifts a bit. "Well, I don't know if it _needs_ to be, but...isn't it weird?" -she asks, gesturing at her scantily clad form. "That we're _this_ close but not intimate yet? That we've been dating for _so long_ and never really tried..._anything_?"

Ben considers this for a moment. "Well...did you expect us to?"

"_Clearly_, Kevin expects us to." -she says. "So do my parents, for that matter. Not that they'd be _happy_ about it, or anything, but they wouldn't be _surprised_. They gave me The Talk when I turned fifteen. There's _literally_ a small box of condoms sitting in my bedside drawer."

"That's...generous."

She snorts. "You know them. Gotta make sure I'm ready to take on the world. Even when I fuck up."

Ben smirks. "Nice pun." -he remarks. "I don't know, Julie. I'm not gonna say I've never thought of you in that way, because I'd be a _huge_ liar - and Grandpa Max didn't raise no goddamn liar." -he says. Julie laughs at his terrible southern accent through a pleased blush. "But I'm also not like, biting my nails, waiting for 'the moment'."

"Even though I'm in my underwear?" -she asks suggestively. There's an undercurrent of vulnerability to it; not insecurity, never from a Julie that knows for a fact Ben finds her _incredibly_ attractive, but rather a worry that, 'hey, other teenagers have done this kind of thing by now, and few, if any, have been together as long as we have'. Julie may be tough as nails on the field, but the issue of what she's _supposed _to be doing? What milestones she's supposed to have accomplished, which she's supposed to be working towards? Even with something as unorthodox as _this_? _That's _what gets to her.

Ben can relate. High school is _literally_ around the corner. His mom has hinted _several_ times that she'd _love _to give him a taste of the 'family business' up in D.C. once he grows up a little further. And of course, he now wears an alien device that _may or may not_ be involved in the fate of the galaxy.

_Goddamn_, can Ben relate.

"Those are your pajamas." -he says, simply. "We _both _know if you were dressed for anything but comfort, you'd have dressed differently."

She hums, curling and uncurling her toes, then grins. Humor and deflection. "Yeah, you're right. I'd have come out of the bathroom in all my naked glory, going like, '_Say good-bye to your V-card, Tennyson._'"

"See, _that'd_ just make me laugh." -Ben says, trying not to picture _too_ detailed a scenario. Humor and deflection. "And then I'd have you pick an alien for you to fulfill your fantasies with." -he teases.

She gasps, then swats at his shoulder. "Benjamin Kirby Tennyson, you did _not _just call me a monster fucker."

He raises his hands in surrender. "Listen, all I'm saying is, that's an option. Though you may wanna wait and see what other aliens I've got. Handsome as they may be, I don't think Heatblast and Diamondhead are, uh..._survivable_."

Julie bursts out cackling. "Oh my _god_, I love you, you idiot."

"And I love you, you...xenophiliac."

They're about to kiss when someone knocks on the back door to the house. Ben and Julie _freeze_, of course. "What the _fuck_?" -she whispers, bewildered.

Ben immediately rises, bringing up the Omnitrix's dial. "Wait here." -he says. He's not exactly surprised to see her rise and follow him anyway, grabbing her bathrobe on the way.

There's no one at the door. No one at the front, either. Ben jokes to himself that maybe it's a 'creeper', one of those local cryptids he read about online, but he still braces himself as he opens the door, Julie close behind him.

It's the woman from before.

She looks taller now, somehow. About Heatblast's height, if he had to guess. Her skin is an icy blue, marked with intricate, curving black designs. They're not tattoos, more like fancy 'eye black' sports makeup. She wears an all-black, ceremonial-looking armor that covers everything but her face and hands, and wields a spear made of muted green stone and gray metal. Her eyes are an almost white shade of silver.

"Chosen of the Omnitrix." -she says. She sounds _distinctly_ unimpressed. "I am Hala the Accuser."

"Uh..._hi_, Hala the Accuser." -he says. "I'm Ben Tennyson."

She sneers. "I _know_ who you are. I know who your _grandfather _is. What possessed the man to pass on the greatest weapon in the galaxy to a _child_, I cannot say." -she says, voice dripping with contempt. "You are a threat to my mission, and thus a threat to the continued stability of terran civilization. Relinquish the Omnitrix, or suffer the wrath of the Kree Empire."


	4. SWORD and Spear

**As I may have mentioned before, Ben's 10 available aliens are not all from the original series. This is your first example!**

* * *

As it turns out, the wrath of the Kree Empire is _swift_. Hala doesn't even wait for a response, immediately charging at Ben, who hastily pops up the Omnitrix's dial and slams it back down on what he's sure is Diamondhead.

It's..._not_.

"_Gooooooooooooooop_!" -the fluid, neon-green lifeform says, vibrating their entire form. Julie can't quite believe her eyes, and even the mighty Kree warlady stops in her tracks.

"A _Polymorph_? Do you intend to _mock_ me, Ben Tennyson?" -she says, disgusted.

Goop looks at their vaguely humanoid shaped body in confusion. "_Whaaat? Thiiis iiisn't Diiiaaamooondheeeaaad!_" -they say. Their voice is shrill, _annoying_, and doesn't come from a mouth. Aside from slanted, glowing yellow eyes, the only other discernible feature on Ben's new, viscous body is the Omnitrix's emblem on their chest area. Instead, they speak by vibrating their bodies, which make them look like they're shivering at every overly drawn out word. They're translucent, have no visible organs, and a small, saucer shaped silver device hovers above their head, seemingly unaided.

Hala roars, resuming her charge. Goop tries to roll out of the way, only to discover that, a) they're not very agile at _all_, and b) despite having _somewhat_ defined arms, legs, torso, and a head, their whole being is really just one single _unit_. They stumble and fall, and as they rise, they realize that their head has reformed from what used to be their left leg.

It's..._trippy_, to say the least. It's already weird for Ben to go Diamondhead and realize he becomes a walking, talking crystal monolith, or Heatblast, who's insides are _entirely_ composed of _semi_-_molten lava._

Hala seems to have encountered - and possibly fought - a Polymorph before, because she bats at their head with the blunt end of her spear as soon as their form stabilizes. Julie gasps in horror as the glob that used to be their face is flung a dozen feet away from their body, but Goop doesn't even feel the hit - doesn't even have a brain or nervous system for that - simply recalling the lost fluid with a thought as another head sprouts from the formerly 'severed' neck. Hala is relentless, however, and repeats the process with all of Goop's limbs, boasting a strength and speed unmatched by any non-Enhanced human the teens have ever seen.

A Polymorph can't get tired, but Goop's body is _everywhere_, and thus takes longer to pull together into a cohesive form. Hala ends their attempt at fighting back by batting down the small, floating, saucer-like object, which she then _crushes_ underfoot. Goop immediately ceases all autonomous movement, becoming a puddle of inert fluid with the Omnitrix's symbol floating within.

Julie punches Hala's jaw, yelping in pain as the Kree barely flinches, even through obvious surprise. The teen clutches her hand, tears streaming down her face, but it's only the fresh ones that have anything to do with her injury.

Hala gently pushes her back, which still sends her reeling back, making her brusquely fall on her backside. "_Relax_, terran. The boy is fine."

Julie launches herself against the Kree again, but the blue warrior simply holds her back by the clavicle, mildly amused at the tiny, insignificant blows the girl furiously delivers to her armor. "You turned him into a _fucking_ _puddle_! How can you say that!?

Hala sighs. Terrans can't _exactly_ be blamed for their ignorance, but this is up there with the most _basic _of concepts in galactic civilization, really. "The fluid that makes up a Polymorph is _notoriously _difficult to eliminate. It's discharged by Faster-Than-Light starship drives, and traditionally dumped upon arrival along the _thousands_ of warp gates that allow for interstellar travel within the galaxy. It is then collected by private endeavors, and dumped on the dead planet Viscosia. This has happened for _eons_, and has resulted in a massive, planet-spanning, sentient _glob_. _Every_ Polymorph in the galaxy is derived from this entity, and _every_ Polymorph is thus a functionally indestructible _nuisance_, _especially_ when paired with this kind of device." -she explains, disdainfully, nudging at the broken metal at her feet. "This is all to say, I merely rendered Tennyson harmless by eliminating the gravity projector that allowed for this chosen form's more..._complex_ movements. I assure you, he is in perfectly good health."

Julie stops her struggle, taking in the explanation. Her mind races, which tends to happen when an alien nonchalantly explains interstellar travel - or rather, the waste disposal thereof - to you. Hala takes the opportunity to walk up to Goop, and attempts to take the Omnitrix's emblem away. Julie briefly wonders: is it _that _easy to take the Omnitrix from him?

It's not.

It's _really _not.

As soon as Hala touches it with the intent to separate the two, the emblem crackles with blinding green lightning, and _zaps_ her away, making her crash, groaning in pain, on Julie's back porch, which splinters and buckles under her weight. Julie can't help but smirk at her misfortune, even though she's now gonna have to come up with _some _explanation for the damage, but the smile is short-lived. She gasps as the emblem pulses twice, and _materializes_ another gravity projector, which immediately gathers and reshapes Goop into their humanoid shape.

"_Oook. Leeet's taaalk thiiings throoouuugh._" -they say, and intentionally detransform with a blinding red flash.

Ben stands next to Julie, the pair's places switched with Hala's original. Julie absently notes that the Omnitrix's dial has, once again, set itself to unusable red status. It's a _hell_ of a handicap for so powerful an object.

There's about thirty seconds of tense silence before Ben manages to get any words out, still a bit disoriented from the _supremely_ weird experience that is becoming Goop.

"Well, I _can't_, for one. 'Relinquish the Omnitrix', as you say." -he says. "Not that I _would_, if I could, but this is permanent."

Hala rises with all the dignity she can muster and narrows her eyes, twirling her spear. "The elder Tennyson managed to sever the bond even after a _decade_ of constant use. Why should _your_ situation be any different?"

"Something about my genes being a perfect match for the watch." -he shrugs. "I don't know. And honestly, I don't particularly care; I took on this duty willingly. I didn't find this thing by accident, or put it on without considering the kind of attention it might attract. So, despite your..._pleasant_ request, I _respectfully_ refuse."

The Kree scoffs, taking a menacing step forward. "_Duty_? What do _you _know of duty, child?"

"Maybe not much. Not yet." -he allows. "But I _do _know that, if I'm able to wield as _powerful_ a device as the Omnitrix, then I have an absolute responsibility to use it to protect the people who can't protect themselves." -he says, standing his ground. "And that most people _can't_ protect themselves, not against something like the robot we fought last week."

She circles toward them, clicking her tongue. "A failure on my part." -she admits. "The blockade was utterly unprepared for such a quick response to the Omnitrix's activation beacon."

"Activation beacon?" -Ben asks.

Hala rolls her eyes. "Of _course_. What did you expect that blazing pillar of green light was?"

Julie raises an eyebrow. She _thought_ she'd seen a beam of light shoot up towards the sky as Ben 'became one with the watch', but it was so brief she figured it'd been her imagination.

"The Omnitrix emits a galaxy-wide signal upon first activation with a new user. Some have theorized its creators intended this as a failsafe - that, should the Watch fall into the enemy's grasp, the galaxy would be warned and have time to prepare for the coming darkness. None _truly _know why this beacon exists, however."

Ben crosses his arms. "We figured the drone came for the Watch, but...the entire galaxy knows I have the Omnitrix?"

"The _entire_ galaxy, yes. Quite possibly beyond." -Hala corrects. "Impossible to know for certain, but we have no reason to believe otherwise."

"Who sent the drone?" -Julie asks. She's still angry at the Kree, but she can't deny this info-dump is _invaluable_ to Team Omnitrix.

...the name is a work in progress, of course.

"That is not your concern." -Hala says, sternly. "You will relinquish the Omnitrix _before_ any other..._interested_ parties attempt to breach our blockade."

Ben sighs. "I told you. Not happening."

"Every second you continue to resist ushers humanity closer to an early grave." -Hala says, grim. "I may not have met your elder, but I _highly_ doubt this is the fate he wished for his homeworld."

Ben agrees. "Why leave it to me, then?"

"Perhaps your _Avengers_' pyrrhic victory over the Chitauri gave him some _misguided_ sense of confidence in humanity's ability to wage war on a galactic scale." -she muses. "Allow me to dispel that notion: the Accuser fleet above Terra could wipe out all life on the planet _now_, if I were inclined to give the order. There would be precious little your governments and champions could do about it."

_Yikes_.

"I mean, bold claim and all, but why not do something _productive_ with all that firepower? Why didn't you help stop the Chitauri, if you're so concerned with 'the stability of terran civilization'? Why not come take the drone that bypassed your blockade out _after_ the fact?" -Julie asks. "Y'know, _before_ it got its chance to kill us?"

"Are you _seriously _suggesting orbital bombardment as a solution to these problems?"

"I'm _suggesting_ you get your blue asses down here and show people not all aliens are evil, bloodthirsty techno-monsters."

"Our warships are forbidden from breaching Terra's lower atmosphere." -she says dismissively, like it's obvious. "Modern Kree law _strictly_ forbids any military action that may be construed as hostile by neutral observers." -she drones on, then clarifies. "Nova Corps enforcers, of course. Landing forces or providing aerial support may have been seen as taking advantage of the small Chitauri incursion your city of New York endured to lull terran defenders into a false sense of security. We Kree have done this before."

Ben notes a hint of regret in that last line, and files it away for later. There's a story there, for sure.

Julie scowls. "You call that invasion _small_? _Hundreds_ of people died."

"Terrans should count themselves _lucky_, then. The Chitauri rarely satisfy their bloodlust with anything less than the deaths of a few _million_ sentients." -she says, bitter, voice devoid of any sarcasm.

Ben's stomach drops. Not for the first time, he thanks whatever higher power is listening that the Avengers managed to stop the invaders on their tracks. It's one thing to hear the analyses in the news - the people who _actually_ ran the numbers on the rate the invaders portalled in and were destroyed by the combined efforts of the Avengers, local law enforcement, the National Guard, and the people of New York itself, and projected that, if not for the nuke Tony Stark valiantly, almost _sacrificially _carried into the wormhole, the city would have fallen within the _hour_, superheroes and all - and another one _entirely_ to listen to this obviously powerful, experienced warrior describe the harsh, hero-less reality of such an invasion out in the greater galaxy.

"Now, do you understand?" -Hala asks, somewhere between genuinely gentle and unintentionally patronizing. "Perhaps Max Tennyson _did _instill in you an adequate sense of duty. But he failed to get across just _how massive _the responsibility of bearing the Omnitrix truly is. There are _trillions_ of sentients in this galaxy _alone_ \- many of which will expect your protection now, just as it happened when your elder bore the mantle."

The Kree extends her hand. "No one would fault you, should you abandon it."

It takes him a moment, but Ben shakes his head. "_I _would. If I abandoned the Omnitrix now - if I were even physically capable of doing it - I'd live out the rest of my days wondering _what if_. So no, I _won't_ abandon it. I choose to keep the Omnitrix, and try my best to live up to everything that Grandpa Max accomplished." -he says. "And if I fail, I'll get back up and try again, and again, until I figure things out, or I die trying."

Hala breathes heavily, trying to rein in her reaction. "_Admirable_." -she grits out. "But short-sighted, _selfish_. You've forced my hand, Tennyson. I must take you to the Empire, that the bond between you and the Omnitrix be severed, for the good of all sentients." -she declares. "I..._hope_ you survive the process."

Julie's about to yell at Ben to _run_, when yet _another_ total stranger walks into her backyard.

"That sounds an _awful_ lot like that old Kree motto, Hala." -the woman says. She's human, a blonde in her mid to late thirties that walks with a limp, supported by a sleek-looking black metal cane. "'_For the good of all Kree_'?"

Hala narrows her eyes, anxiously twirling her spear. "Abigail Brand. Director of S.W.O.R.D." -she says. Ben immediately gets the impression that the two share _quite _a history. "I would advise against meddling in the affairs of a Kree Accuser, but I know my warning would fall on dead ears."

"_Deaf_ ears, woman. _Deaf_, not _dead_." -Abigail says, amused. "And _I _would remind you that the Kree have no jurisdiction within Earth's atmosphere, but that would assume you care about the Empire's interests in the first place."

Hala grunts. "State your business, Director."

Brand shrugs. "Just here to have a friendly chat with a fellow human." -she says, nodding at Ben. "You don't _mind_, do you?"

"I _do_." -Hala counters. "But that won't matter to you, I assume."

"_Nope_."

"_...fine_. Take the child, have your _chat_." -she says, then tips her weapon at Julie. "I shall stay with this one, to ensure you don't get any of your..._ideas_."

Julie looks offended, but doesn't fight the idea. She shares a silent exchange with Ben - _be safe, don't anger the alien warlady,_ that kind of thing. Abigail winks at Ben, reassuringly.

"Come inside, I guess." -Julie tells Hala. "I, uh, hope you like _tea_."

The Accuser makes a face, but follows her inside. Ben can't help but wonder at the absurdity that his life has already become.

"She's _really_ more of a coffee person." -Brand notes, then lightly smacks Ben's leg with her cane. "Come on, show me to the nearest diner. We have a lot to talk about."

* * *

Abigail Brand looks kinda like a younger - but somehow more exhausted - Ellen Ripley, as played by Sigourney Weaver. Her face is thinner, her eyes a little more sunk in, and she looks about thirty seconds away from narcolepsy-induced slumber.

Still, she cheerfully stabs at her queso-covered seasoned fries. She's offered to share, of course, but Ben isn't really _hungry_, not after the whole 'hostile First Contact' fiasco, the protagonist of which is presumably still holding his girlfriend hostage in her own home.

"You haven't said anything." -she notes, pointing at him with a dripping fry.

"I was kind of expecting _you_ to start." -Ben retorts.

"Fair, I guess. Still, I would've thought you'd be jumping at the chance to ask if I know how your girl is faring with the Accuser." -she says, then nods at the table. "You keep glancing at your phone."

Ben scowls, leaning back against the well-worn booth. "_Well_? How is she?"

Abigail sighs. "Contrary to the _terrible_ first impression she's just given you, Hala is not a bad person, Ben." -she says. "She can be…"

"_Nuts_?"

"_Overzealous_." -she says, wryly. "You can take the Kree out of the Empire, but you can't take the Kree out of the woman."

Ben purses his lips. "Grandpa warned us about them. Well, _sort of_. They captured him in his 'secret astronaut' days, right?"

"Hala's predecessor did." -she confirmed. "I kinda pitied the guy. Earth may be a backwater in galactic civilization, but it's also a _colossal_ embarrassment for the Kree - for reasons I'm not at liberty to divulge - so getting posted here is kind of a _punishment_ for Kree Accusers. Then he went and lost the _one_ prisoner he'd ever captured, who'd go on to be the _one_ guy to ever claim the Omnitrix, and use it to threaten the Kree Empire into taking away their original blockade. I'm _pretty_ sure he was executed for sheer incompetence."

"_Yikes_."

Abigail tips her chocolate milkshake at him. "Yup. Still, the Kree _have_ turned over a new leaf...or _three_. Max never made good on his threats, but humanity gave them a _very secret _and _highly_ cathartic kick in their blue asses back in the late nineties anyways, and then they signed their peace treaty with Xandar…" -she trails off. "Point is, most modern Kree are...well, not _good_, but less of the warmongering _jackasses_ they used to be. Hala's a good example; she was raised as an Accuser, one of the foremost representatives of so-called 'Kree genetic superiority', but she's always had a soft spot for other sentients. So much so that the Empire questioned her loyalties, and sent her off to backwater planet babysitting duty."

"Well, she _seems_ pretty loyal." -Ben said, scornfully.

"Oh no, she's _very much_ a traitor. Always been a _little_ too lenient with the people living in the colonies she oversees, but she has a _thing _for humans, specifically." -she says, amused. The way Abigail says 'thing' kinda makes it sound like a _romantic_ thing. Ben wonders if maybe Hala had a _thing _for a _specific_, Ellen Ripley lookalike woman. "So, instead of doing her duty and keeping us both isolated from galactic society and ignorant as _hell_ in the science and technology department, she's been our link to the Nova Empire, helping prepare us to take the leap and join interstellar civilization."

Ben purses his lips, confused. "_Wait_. If she's a traitor, why did she end up declaring she'd take me to the Kree?"

"Like it or not, they're still the most advanced species in the galaxy. That's what you get when your leader is an immortal AI." -she says. "If anyone could separate you from the watch, it'd _probably_ be someone on Hala. The planet, not the person."

"No, I got that." -Ben says dryly. "Wouldn't that just deliver the Omnitrix into their hands, though?"

"And probably convince them they can use the watch for warfare, prompting then to abandon all pretense and reject their newfound peaceful ways? Yeah, you're right." -she says. "Frankly, I don't know that Hala thought this idea through. But even if she had, I think she'd consider the risk worth it. She may come across as patronizing and dismissive of your decision to bear the Omnitrix, but she's _not_ kidding around when it comes to the risks. If anything, she's sparing you all the gory details."

"Like what?"

She sets the fry she's holding down and looks him in the eye. Hers are yellow-green, and have seen _way _too much. "Like the fact that someone's placed a bounty on your head, and hunters are likely speeding towards Earth as we speak."

Ben's stomach drops. "Jesus, _what_? I _just _got this thing. How do I already have bounty hunters after me?"

"The bounty's old, and it's not _technically_ on you. It just calls for the capture of the Omnitrix's bearer. We're pretty sure it's from Max's days, but he never said anything about it, and we didn't _exactly_ have the tech to catch it back in the sixties. All we know right now basically amounts to gossip."

Ben raises an eyebrow. "So they just...what, _ignored_ Grandpa for fifty years?"

"Well, _no_. First off, your grandfather was an absolute _badass_ with that thing. No one could take him on, so most people stopped trying. Then he practically vanished from the galaxy after his decade as an adventurer - and it's not like the Omnitrix sends a beacon upon deactivation - so people probably just assumed he died. The bounty most likely went dormant until the Omnitrix popped up again."

"Until _now_." -Ben surmised. "So, what do I do?"

"You've got a few choices." -she says, as if she's talking about what restaurant to go to, and not, y'know, his _fate_. "You could follow Hala's advice - minus the stupid Kree intervention plan - and try find a way to remove the watch."

"_Not_ happening." -he says.

She shakes her head fondly. "You're Max's kid, alright."

"_Grandkid_."

"Same difference." -she says, narrowing her eyes. "Speaking of sensible choices: you _could_ just go to Max."

Ben's eyes widen. "_What_? I could just..._do _that?"

She shrugs. "We're not sure of _exactly_ where he is, but starting with the Nova Corps is a safe bet. You'd be as safe from bounty hunters as you could hope to be, and Max would certainly train and protect you."

Ben can't really believe it. If he so chose, he could just..._visit_ Grandpa. Or go find him, at least. It sounds too good to be true.

"Of course, that'd imply leaving Earth and all your loved ones behind for a _long _time, possibly for good."

_Yep_. Too good to be true.

She offers a sympathetic look. "Until such a time as we're deemed worthy of joining galactic society - and, y'know, _not _blowing each other up - and aside from a few key exemptions, humans aren't allowed to travel beyond the Kuiper Belt. Bearing the Omnitrix gives you a pass, but Miss Yamamoto and your cousins unfortunately do not count."

"I'm pretty sure Kevin _technically_ counts as my uncle." -Ben says, trying to keep his spirits up in the face of the chance of seeing his grandfather again anytime soon getting completely snuffed out.

"Best not tell Gwendolyn, eh?" -she says knowingly.

He narrows his eyes. "Have you been spying on us?"

"S.W.O.R.D. does not _spy_. We _monitor_." -she says, indignant. "I'm not Nick Fury."

"Who are you, then?" -Ben asks. "Aside from the Director of a secret space agency, and the mother of all info-dumps?"

She chuckles. "I'm just a friend of the family, Ben. I've known your grandpa and grandma for ages, and I've watched you guys grow into a loving, caring family. Good people. _Minus_ the brats Max somehow raised, of course."

"You...don't look a day over thirty-five." -Ben says, skeptical.

Abigail winks. "Space magic is good for the skin." -she says. "In any case, Max has done so much for humanity's standing in the galaxy that I owe it to him to see his chosen heir succeed. And, while I don't have Helicarriers or _oodles_ of nameless troops to throw between you and the bad guys, I _can_ offer information you're sorely lacking. And a choice, for how to move forward."

"Exile or surrender." -Ben says, pursing his lips.

"_Or_ \- and I'm assuming you've already decided on option C - you can stand your ground and become the hero your family and I _know_ you can be."

Ben nods, determined. It _really_ shouldn't make any sense, that he chooses to go through with this path in spite of so many warnings, but all it takes is feeling the comforting weight of the Omnitrix on his wrist for him to _know_ this is the right thing to do.

"I'm staying." -he says. "I want to know everything about these bounty hunters."

She smiles. "Now _that's_ a Tennyson speaking."

* * *

**I picture Hala's voice as Captain Phasma's from the Star Wars sequels, without the helmet filter of course.**

**Something that highly annoyed me about Ben 10 canon is the increasing ease, over the seasons and series, with which Ben and the Omnitrix could be separated. It's _fine_ when it's Vilgax slowly figuring out how to sever the bond, or as an alternate universe scenario, but just...taking it off his Goop form, or him removing it with a few commands? It's a pet peeve of mine. I want the bond to be as permanent as possible, an irrevocable choice that brings with it both boons and consequences.**

**Hala exaggerates a little with her description of the Accuser fleet's firepower. It's definitely no joke, but she wouldn't be able to destroy humanity as easily as she claims. The Chitauri invasion _is_ as bad as she claims, though.**

**Also included a reference to Captain Marvel! I adored the film (haters need not comment), even if it kinda messed up my timelines for this universe a little. I think I worked around it, but I've no doubt it'll come back to bite me later. The idea is that Max got rid of the Kree blockade in the 60s/70s, leaving Earth unguarded until *after* Captain Marvel took out Ronan's fleet above the planet. She took the fight to the Kree with the aid of the Nova Corps, which eventually resulted in the peace treaty that ticks off Ronan so much he becomes a Thanos-funded terrorist. Earth is still in Kree territory, however, and their Inhuman experiments still took place, so they eventually send a new fleet to keep things under wraps under the pretense of "protecting an undeveloped species" in the early 2000s.**

**Abigail Brand was originally gonna have Lockheed the tiny alien dragon from X-Men fame as a companion, but I felt it was one too many characters for now. EDIT: Which I missed a joking reference to, in the part where Ben infers a past romantic relationship between Hala and Abigail. Dang it.**

**I _also_ forgot to add Goop's profile thingy! Here ya go:**

Goop:

_**The Omnitrix's sample of a Polymorph, a lifeform considered space vermin and confined to the planet Viscosia. Goop's body cannot be destroyed, even if they were to be forcibly removed from the anti-gravity field that holds them together - they will simply pull themselves back into their basic shape. Goop's fluid body can be manipulated into any simple form they can imagine, become adhesive, combustible, or acidic at will, and globs of it can be flung as projectiles, retaining said properties - and defying the Law of Conservation of Matter. Goop's anti-grav field projector is vulnerable to destruction, in which case Goop will be unable to move in any way, though the Omnitrix will automatically source another within a few seconds. They are also unable to effectively use conventional punches and kicks because of their body's nature.**_


	5. Human Shield

**Content warning in this one for Star Wars-esque dismemberment. No blood or anything, just canon-typical violence and a fresh candidate for a prosthetic fitting.**

* * *

Abigail looks out the viewport on the bridge of Hala's flagship, the _Azure Lance_. The sun's light glints off the curvature of Earth, flaring against the planet's atmosphere. It's a beautiful sight, and one that she can't imagine she'll ever get tired of.

"More hunters approach." -Hala notes, manipulating some incomprehensible holographic display beside her. "A pair, this time."

Abigail purses her lips. "_Jesus_. Three of them? How high is the bounty on the Omnitrix, Hala?"

"High enough to warrant risking a Hunt on a developing planet in the middle of a Kree exclusion zone, clearly." -Hala retorted. "Suffice it to say, should these bounty hunters succeed, they would not lack for comforts well into their twilight years."

"_Yikes_." -she says. "And the Kree? How are they fine with these..._visitors_?"

"The Empire rarely meddles in the affairs of the Hunter's Guild. And, while C-53 may normally be a forbidden destination, the hunters have invoked their Right To Hunt. So long as they do not harm any other sentient life forms, or otherwise disrupt the normal course of human civilization, they are free to pursue their target."

Abigail bites the inside of her cheek. She'd had an inkling from Max's stories that this would be the case. Even told Ben to never stay alone, no matter what. But the hunters currently approaching the blockade are crafty - some of the best in the galaxy, if the Accuser is to be believed. Abigail _knows _they'll be looking for every possible loophole they can use to get the fucking watch, the human attached to it be damned.

A small vessel carefully glides by the fleet; it's a bronze and maroon hunter-killer, too large to be considered a starfighter, and too small to qualify as a corvette. It's kinda _ugly_ \- an oblong, bulbous _thing _covered in mismatched, grafted-on weapon systems, sensor arrays, and other such upgrades that betray its lethality. Just behind its engine wash, a _tiny _shape follows. Abigail gasps; it's the second hunter. The cocky bastard doesn't even have a _ship_. It's just _them_, decked in an armored exosuit, flying through space like cosmic radiation and hyper-accelerated microparticles aren't much of a concern. They're bursting with zeta radiation, too, which means they went through a warp gate, _unaided_. She can't even _fathom_ how much it would cost to integrate a warp drive into a vaguely human-sized armor system.

These guys _must _be good.

And they're headed _straight_ for Cali.

"Are you _absolutely_ sure there's nothing we can do to intervene?" -she asks, anxiously rubbing her thumb against the pommel of her cane.

Hala sighs. "Unless you'd rather court the _actual_ wrath of the Kree Empire, _yes_." -she says. "I am aware my..._proposal_ to Tennyson was ill advised, but you can't deny it would have been a kinder fate. The Guild has only ever failed to deliver on a bounty a _handful_ of times in its _many_ thousands of years in operation."

She rolls her eyes. "We can discuss your _dumbass_ plan later." -she says. "Right now, we _have_ to figure out a way to help Ben survive the Hunt."

"There is nothing to _be_ done, Abigail." -she says, then gazes out to the planet she's come to love as her own. "Nothing but trust that the child can wield the Omnitrix well enough to survive."

"He's really not a _child_, Hala." -she chides.

The Kree huffs. "Well then, dear Abigail...this is his chance to prove me wrong."

* * *

Ben, Kevin, and Gwen haven't had a sleepover since he was eleven years-old.

He's never been quite sure _why_; at some point, aunt Natalie and uncle Frank decided to _dissuade_ Gwen from ever inviting them again. Ben's long since gotten over it, and the trio's friendship's only gotten stronger in the years that followed in _spite_ of it, but between this, and the borderline _toxic_ relationship between Gwen and her parents, Ben has never been able to really forgive them.

Unfortunately for all parties involved, Ben is being _literally_ hunted by alien mercenaries, and can't be alone for longer than a few minutes, or the bounty hunters will, apparently, be free to attack. Since his dad flew to D.C. for one of his mom's fundraisers - without telling Ben, _as_ _per usual_ \- Julie's house is on lockdown - having managed to convince her parents that someone tried to break in, to explain the damage caused by his and Hala's little brawl - and Kevin left town to retrieve some of Max's belongings from a storage facility in San Francisco, Ben has to emergency-crash at Gwen's house.

He _literally_ crashes at her house.

He's power-walking towards her home when the first bounty hunter _jumps_ him - a nine-foot-tall robotic creature that can only be described as a centaur-like being, with four crab-like metal legs and a humanoid torso. Ben manages to duck out of the way, narrowly avoiding the deadly swipe of his massive left claw, and pops up the Omnitrix, slamming it down on Heatblast's position. Since that first awkward transformation, Ben's learned to internalize and redirect most of the Pyronite's thermal emissions, so they don't passively melt and burn everything around them. Instead, they channel the excess energy into a powerful plasma beam that forces the robo-crabman back, and out of melee range.

Following Abigail's advice, Ben blasts off, a reverse meteorite propelled by the same overwhelming heat, this time directed downwards, generating thrust like only a jet engine - or Iron Man's repulsors, perhaps - could. They don't get far before getting shot in the back with a freakin' _missile_, which knocks them out of the air, maybe half a block away from Gwen's home. He's _incredibly_ lucky to find his fall turned to a controlled slide on a glowing tobogan, which has him landing softly in Gwen's backyard, her solid magenta eyes fading to normal green irises, shining with worry.

Ben detransforms as soon as the hunter's glowing yellow eyes fade into the treeline, temporarily defeated.

"Quick, get inside." -she says, scanning the horizon. "I'm gonna make sure they're gone."

Ben nods. He's not fond of the idea of her fighting his battles, but the hunters can't touch her, not unless they want an angry fleet's worth of Kree on their heads. He brushes himself off and heads for the back door, which opens before he can reach it.

"What the _heck's _going on back..._Ben_?" -Uncle Frank asks, bewildered, flashlight in hand.

Ben glances back - Gwen's already jumped the fence, thankfully - and grins, awkwardly. "_Heeey_, uncle Frank." -he meekly greets.

He frowns. "I'm guessing _you're_ the one causing all this racket?"

"Yeah, sorry." -he says. How the man could confuse a _small missile explosion_ with Ben presumably jumping the fence is beyond him.

"You know, we _do _have a front door." -he says, crossing his arms. "There's no need to sneak around like this."

Ben winces. "No, I know. I was just...practicing my..._parkour_."

Frank narrows his eyes, looking his admittedly scrawny form over. The physical activity of the aliens he becomes sadly doesn't seem to translate to a buffer body. "_Uh-huh_. Just come inside already, Ben. Gwen let us know you'd be coming over." -he says, then narrows his eyes. "It _is _just _you_, right?"

_Just me and a few alien selves_, he thinks. "Yup."

Frank grunts and nods at him to get moving. The teen complies without a word, awkwardly passing by Frank. He's greeted by an _explosion_ of academia, just as he remembers; every available surface, from the kitchen countertops to the sofas in the living room just beyond, are covered in books, papers, and other such materials he's honestly not smart enough to even _read_, let alone understand. Gwen's parents are both scientists - uncle Frank works at the prestigious San Francisco Institute of Technology, a lead researcher and developer in the machine learning and artificial intelligence fields, while aunt Natalie is a top biochemistry researcher for the West Coast branch of OsCorp, currently in the process of being absorbed by the LIFE Foundation, thanks to the Avengers' recent - and _highly_ controversial - takedown of Norman Osborn's company. Ben can't understand how this utter chaos makes any sense to them, but they have a system, and it _clearly_ works, judging by the many awards and diplomas lining the walls.

"Oh, hello Ben." -Aunt Natalie says, not even bothering to look up from the papers she's reading through, sat at what might've been the bar once.

"Hi, aunt Nat." -he says, hands in his pockets.

An awkward pause follows, which Natalie eventually breaks. "Gwen is _upstairs_." -she remarks, sounding bewildered about his continued presence in the living room.

As if on cue, Gwen calls out. "_Ben! Get over here_!" -she shouts.

Natalie sighs. "No yelling in my house, _sweetie_!" -she yells, then sighs. "I _swear_, sixteen years old and I _still _have to tell her these things." -she says to nobody in particular.

Ben turns around, doing his best not to make the sound of his gritting teeth _too_ audible. Gwen is _seventeen_, not that she'd care.

He makes his way to Gwen's room, which unlocks for him. _Magically_, since she's on the other side of the room, closing the window she's likely just climbed through.

Gwen's room is the polar opposite of the rest of the house, order-wise. She's still got an entire _wall _of books, but the contrast is pretty stark. Many of the tomes in her shelves are _novels_, not academic texts. Her room is spotless, except for the vanity in the corner, which is covered in photographs. There's road trips with Grandpa, shots of him and Julie being stupidly cute, selfies with her school friends, and of course, one or two pictures of Kevin, _alone_.

Ben kinda wishes the mutual pining would stop, but he's pretty sure he'd be in the same spot as those two, if Julie weren't such a go-getter.

"I'm guessing you spoke with my parents." -she says, sitting on the bed.

"How can you tell?" -he asks, taking off his green and black light jacket.

She snorts. "Your emotions are all over the place. What'd they say _this_ time?"

Ben sighs. "On top of her chiding you for your volume like you're a toddler? Your mother apparently _can't remember your_ _age_."

There's a second of _hurt _on Gwen's face, but it vanishes all too quickly into a carefully cultivated neutral expression. "That _does _sound like my mother."

"They haven't gotten any better, huh?"

She snorts. "With college just around the corner? Of _course_ not. I might as well be a robot programmed to bring diplomas with the Tennyson name home, to them."

Gwen takes off her sweater, revealing a bandaged shoulder. A faint magenta glow seeps through the wrappings, which she frowns at. "Still not gone?" -Ben asks, raising an eyebrow.

"Getting there." -she says, removing the bandage. Her wound is oddly _mesmerizing_ to look at; it's like a second, glowing skin, a square-inch patch of flesh with a texture Ben has a hard time describing. It's as if she was made of flexible, backlit amethyst, if that makes any sense.

The wound is definitely _much_ smaller than it was after she received it, so Ben opts not to worry too much about it. The skin around it has healed nicely, too, and likely won't scar, thanks to Gwen's magic.

"Have you figured out why…?"

"I think so." -she says, poking the little patch. It doesn't seem to hurt at all. "I think this is my 'second skin', so to speak. The body of an Anodite."

Ben crosses his arms. "The thing you're supposed to become _after_ you die?"

"Well, we've established I'm a special case." -she shrugs. "It's the strangest thing; the skin that's healing around it still stings a little, but I can't feel a _thing_ on the pink part. I've tried pinching it, flicking it, hitting it...even grabbed a kitchen knife and tried to cut at it, but it didn't even budge, let alone hurt."

"Maybe you're bulletproof, like Supergirl." -he suggests. "Not that we should, uh, try to _prove_ that one."

She chuckles. "Yeah, maybe not."

Ben grabs the chair from her vanity and sits. "So, bounty hunters."

"From _space_, yeah." -she says, still a little baffled at the turn their lives have taken.

"What the _hell _am I gonna do, Gwen?" -he shakes his head.

She purses her lips. "Honestly? This one seems pretty straightforward to me. We need to take them _down_, Ben."

Ben frowns. "What, just like _that_? Like these guys didn't scare an alien warrior princess into trying to kidnap me?"

"I'm not saying it'll be _easy_." -she says. "But I think it's _possible_."

He stares at the Omnitrix, which just so happens to turn green again at that moment. "What are you suggesting?"

"These guys have some pretty harsh restrictions, right?" -she asks, rhetorically. "They can only actively hunt you while you're alone, and they can't damage or disrupt anything or anyone in town."

"Right. We already knew all this, but thanks for repeating the rules of the _actual horror movie_ _scenario_ I'm living through."

She rolls her eyes. "_Anyway_. Step one: the buddy system."

"Kinda obvious."

"It's really not." -she says. "Not the way _we're_ doing it."

She stands up, and her eyes come aglow. Her hands gesture in patterns he can't quite comprehend, and a moment later, a nebulous shape _surges_ out of her chest, and solidifies into _another_ _Gwen_. The new Gwen is solid, but not _quite _there - something he can _really_ only notice because the original is beside her - as if someone's turned down her opacity by 1%. She doesn't seem to have a mind of her own, simply staring blankly at the window behind real Gwen.

"Did you just magically _clone_ yourself?" -Ben asks in disbelief.

She gleefully nods. "It's a pretty freakin' difficult spell, but these 'shadow clones' are virtually indistinguishable from the real deal to others. She _should_ be able to fool whatever sensors your hunters use into thinking you're never alone. I've also modified the spell so I can 'program' her to act like I would, and I can take remote control of her body, keep up a conversation, all that jazz."

"Wow. That's _super _useful. Why haven't I ever seen you use this one before?"

She purses her lips. "You _have_. Sometimes I don't leave the house, but I still _leave the house_, if you know what I mean."

"_Jesus_. Really, Gwen? It's that bad?"

She shakes her head. "Not really. I just don't wanna deal with asking my parents for permission to go out, sometimes. If I didn't do this, you guys would see me, like, half as often as you do."

Ben crosses his arms. "Well, it definitely _sounds _that bad. Gwen, this isn't healthy."

Gwen sighs. "Believe me, I know. I'm lucky, having these powers. Their B.S. doesn't affect me as much when I can just...magically get away from it all." -she says, then offers a smile. "It's _fine_, Ben. I've made it this far. One more year and I'm out of here."

"It's _not _fine. But...I guess you've got it handled." -he says, dubiously.

She smirks. "Go on, get ready for bed. I'll share the details of phase two with you tomorrow morning."

* * *

Pseudo-Gwen is..._eerie_. Ben tries not to act _too_ freaked out, but, while the shadow clone _is_ convincing enough that people don't tend to look at her twice - and if they do, it's more than likely because Gwen is an attractive redhead in a city with a smaller population than the average battleship crew - to someone who's known Gwen since she was a toddler, her double is _extremely _disturbing when left to her own devices.

Still, Ben is pretty thankful. Whenever Julie isn't around, Pseudo-Gwen is always close-by, holding a conversation with him, or just loitering around, _pretending_ to drink a smoothie, or _pretending_ to enjoy a walk in the park near Town Hall, where Mr. Stuart's rad burrito truck can usually be found.

The trick works flawlessly for the better part of a week. Ben's pretty sure he spots glowing yellow eyes at night, tracking him every now and then, but the alien doesn't jump him anymore, and if there are any other bounty hunters out there, they don't make themselves known. It's a _heck_ of a relief.

So much so, that he _almost_ forgets how dangerous phase two really is.

Facing Hala was a hard lesson in not being _too_ cautious when experimenting with the Watch. Goop is a really cool alien, and he's only figured out cooler things to do with their..._unique_ abilities and physiology, but it quickly became clear that focusing on training with only two aliens was a mistake. So, while he hasn't gone _too_ crazy, transforming at every available opportunity into another one of his remaining seven unknown aliens, he _has_ discovered two more of those transformations, and figured what they do.

Phase two depends _entirely_ on Upgrade.

Upgrade is an _interesting _alien, in that it's not actually an alien in the conventional sense. It's a living supercomputer, a blob-like, metallic, semi-solid humanoid entity with no personality traits, thoughts, or desires other than Ben's. The other aliens he's become all have some kind of driving force or, heck, a 'soul' to them - something Ben thinks might be linked to the occasional flashes and memories he'll experience during transformation - but Upgrade is, by all accounts, a blank slate.

It's also _incredibly_ adept at merging with and improving technology. When he first became Upgrade, he was immediately drawn to his smartphone, instantly turning it into a communication device capable of receiving and sending signals from all over the _galaxy_. It's an incredible phenomenon, but the thing that most interests Ben is the ability to _control_ that tech at his leisure.

Knowing that the hunters can't attack in a heavily populated area, Ben is forced to find a secluded spot. There's many little wooded areas like the one he's chosen in Arcadia, the types of places that one can only find in a small town that's still a few decades away from _actual_ urbanization. More importantly, it's strategically placed: halfway between Gwen and Julie's homes, a relatively short run away from reinforcements - or rather, deterrents for the hunters.

Ben is thus walking around the woods at night with Pseudo-Gwen when he gives Gwen the signal, and the clone vanishes. For a few moments, nothing happens. Then, the woods come ablaze.

It's only because he knows it's coming that Ben is able to dodge the searing beam.

"Have to hand it to you, Terran." -the hunter says, stepping out of the treeline. "Projecting that image of your mate for 'company' _did _stump me for a cycle or two."

Ben can't help the horrified expression. "My _what_? Gwen is my _cousin_, you weirdo."

"Is she? I suppose I shouldn't be surprised. You _primate_ types and your _libidos_...I'll never understand why the superweapon on your wrist chose one of your kind" -he says, disgusted. "It doesn't matter. Hand the Omnitrix over, Terran."

"I'm going to pretend you didn't suggest what you just suggested." -Ben says, desperately wishing for some mental bleach. "And what do you mean, 'a cycle or two'? It's been almost a week!"

The hunter approaches slowly. "For most of which I've seen through your ruse." -he says, bored, though his body suggests tension and anticipation. "But, I _was_ curious about your strategy, since you so obviously knew I'd be hunting you. So, here I am. How, pray tell, will you strike the mighty Krabb down?"

Ben snorts. "_That's _your name?" -he asks, popping up the Omnitrix's faceplate. "I think you're in dire need of an Upgrade!"

There's a flash of green light, and he's suddenly underwater. Ben doesn't understand - _especially _when he looks at his hands and finds dull, green-gray scales, webbed fingers, and deadly claws where he should be seeing black, white, and green semi-solid metal. He looks around, and finds himself in the middle of a battle between two very distinct species: a race of centaur like humanoid crustaceans, and the people he fights beside: angler fish-reptilian-mermaid _things_.

It's a _slaughter_, most of which he thankfully misses as the battle fast forwards. The crustaceans do _not _fare well, even though they fight like rabid wolves with their backs against the metaphorical wall. Whatever alien he's become, his species is faster, more aggressive. Better tactics and weaponry, too. He's _almost_ thankful when the flashback ends, but then he finds himself in a dark, blurry world, narrowly dodging a swipe from Krabb's massive claw cannon on instinct and reflexes alone.

"You _dare _face me as one of the Volann!?" -he shouts, utterly enraged. This alien's vision is _terrible_, as he can barely make out the bronze-colored cyborg crab, but something tells him Ripjaws - the alien he's mistakenly become - can see _just _fine_...underwater_.

_Brilliant_. Is the Omnitrix _actively _trying to get him killed?

Ripjaw snarls back, with an aggression Ben would expect of Kevin, not himself. "What _about_ it, crab cake?"

Krabb lunges at him, legs first. Ripjaws lunges forward, _under_ the cyborg, and manages to turn in time to rake his terrifying claws at one of the four limbs. The bronze-colored metal tears and breaks, but the damage is all superficial. Krabb quickly stabilizes, turns his torso around, and backhands him with the humanoid hand, sending him soaring until he hits a tree, which creaks and splinters from the impact, but thankfully doesn't break. The blow hurts, but Ripjaws is definitely made of tough stuff.

"You Terrans really _are_ ignorant. You've taken on the image of the bloodthirsty bastards that nearly _eliminated_ my _entire_ species!"

_Yikes. _The bounty hunter charges a shot, and blasts him with the beam emitter between his pincers. Ripjaws barely sidesteps, allowing the blast to finish off the damaged tree.

"This isn't the form I chose." -Ben tries to defend. "I was only planning to defend myself by disabling your tech. The Omnitrix picked this guy for me."

Krabb scoffs. "Excuses, _excuses_. Intentional or not, this isn't an offense I can _ignore_, kid." -he says, pulling an axe from his back. "Even if it _was_, this just goes to show you shouldn't have worn the Omnitrix in the first place. You clearly know _nothing _about galactic culture."

He stalks sideways, and Ben follows suit, keeping the distance between them intact. "The Omnitrix _picked_ me, Krabb. I may have decided to bear the responsibility, but the Watch _obviously _has a mind of its own. If it didn't want me wearing it, it would've rejected my claim."

"Even if I took you at your word, the Omnitrix's logic must be _horribly_ flawed. Turning you into this alien has only guaranteed your..._separation_, by my hand."

Krabb charges, axe held high above his head. Ripjaws instinctively lowers his head, and the angler fish-like little bulb on his forehead lights up, emitting a small bolt of electricity that hits the mercenary's arm. The limb instantly goes slack, sparking, and the axe falls to the forest floor. Krabb stops in his tracks.

"Bioelectricity." -Krabb notes, annoyed. "Meant to paralyze victims prior to..._consumption_. I didn't expect you to know how to use it."

Ripjaws smirks, as much as the ridiculously toothy mouth he has allows. "Oh, I didn't. But now that I _do…_"

He tries to blast Krabb again, but nothing happens. The bounty hunter cackles. "You've got to be _kidding_ me. What, did you think your lure was a _gun_? It's on a _hard_ _timer_, kid."

His useless arm ceases sparking, and slowly starts moving again, no doubt rebooted. The limb is clearly still affected, stiff and slow in its motion, but the fact that he can move it at all is _not good _for Ben's chances. To make matters worse, he got _incredibly _lucky with that shot. This alien's terrible eyesight practically guarantees he'll miss the next one.

Krabb picks up the axe again, and resumes his charge. Ben is forced to dodge another axe swipe, but that places him in the path of the claw, which decks him into the ground. Dazed, he manages to roll out of the way in time to avoid being _executed_, and tries to kick the axe out of Krabb's hand, but the bounty hunter grabs his foot and tosses him clean through another tree.

"Give it up, Terran." -Krabb warns, brandishing his axe. "Shed that blasted form and hand over the Omnitrix. I _promise_ to make the _amputation_ clean."

"_Gee_, what a deal." -Ben says, groaning as he rises. There's splinters painfully stuck between his scales, and he's pretty sure his dorsal fin is unusable now, but he's not giving up. He feels the tension of his lure having recharged, and has an idea.

A dumb, horribly _dangerous_ idea, but one that could potentially finish this fight.

"You said this species nearly killed your entire race?" -Ben asks, inching forward.

"_Slaughtered_ us, nearly to the last." -Krabb growls. "Very few intelligent species ever evolve alongside another in a single world. Fewer still manage to coexist or even _survive _without eliminating the competition."

Ben nods, grim. "How did you survive?"

"By being _stubborn_ enough that I managed to outlast the Volann's advance." -he says. "Not _unscathed_, as you can plainly see. Just a brain driving a robot, by now."

The massive pincer snaps, menacing. "Why become a bounty hunter, though?"

He scoffs. "Why do you _think_, kid? With my skills, it was either _this_, or pick up a Nova badge and _pretend_ at keeping the peace, like the rest of the useless Corps."

"I thought the Nova Corps were the good guys." -Ben says, almost in range of a pincer swipe.

He shakes his head. "Like I said; it's a _charade_, Terran. The Nova preach peace and stand idle while genocide happens. They did _nothing_ for us, they did _nothing_ for the Skrulls...and they'll do nothing for _you_, when the Chitauri and their masters come and finish what they started here."

Ben winces. "But then it's up to _us_, isn't it? It's up to humanity to stand up for, and _defend_ ourselves."

Krabb actually chuckles at this. "You _really_ have no idea, do you?" -he asks, the question rhetorical. He towers over Ben by now, a full two feet taller than the Piscciss Volann he accidentally became. "When the Black Order and their bloodthirsty, techno-organic _mutts_ set their sights on a planet, there's no defense in the _galaxy _that can stop them. Your champions bought Terra _some _time, I'll allow you, but your civilization will end _sooner_, rather than later."

Fast as lightning, Krabb grabs him with his pincer, the pressure he exerts strong enough to break through the tough, scaled skin on his arms and draw dark green blood. Ben grunts in pain, but he's _right_ where he wanted to be. Completely immobile, two feet from his target.

"If anything, this is doing you a favor, kid." -he says, winding back his right arm for a deadly axe swipe.

"Keep your favor, jackass." -he growls out, and blasts Krabb in the face with a bioelectric bolt.

Just as he'd hoped for, it _really_ doesn't matter that Ripjaws is incredibly myopic when the target is _this _close.

Krabb's entire body goes _absolutely_ haywire. His head spins around like a top, and his limbs twitch like it's dissection day in science class. Hidden weapon systems flash in and out of their compartments, and his legs struggle to maintain equilibrium.

Ripjaws knows this might not last long, so he gets to work. He sinks his claws into Krabb's humanoid arm, ripping it off, and _chomps _on the shoulder joint for the pincer arm, shearing through armor and inner workings like it's no tougher than a saltine cracker. A part of him - a _tiny_, but worryingly vocal part - thinks about biting off the cyborg's head, but he quickly dismisses the grievous notion. Like he said, all Ben wants is to disable him.

Ripjaws jumps off as the bioelectricity's effects start to wear off. He stands ready, but Krabb just slumps down, apparently unconscious. Ben can't imagine spinning around like that can be good for a brain in a jar - no matter how high tech the jar may be.

Ben breathes a sigh of relief. He's bruised, bleeding, and he's pretty sure his ribs _very nearly_ broke when that pincer grabbed him, but he's standing, and victorious. Score _one_ for the know-nothing Terran kid. Well, _three_, really. He destroyed the giant drone, he _sorta _beat Hala, and now Krabb is down for the count.

Not too shabby, right? When can he expect a call from Captain America?

Ben shakes his head out of the adrenaline - or _whatever_ alien substance passes for adrenaline - induced stupor.

"Oh my _god_, is that _you_, Ben?" -he hears a comforting voice behind him.

He turns, and sees Julie, who seems shocked at the scene before her.

"Hi." -Ben manages.

She takes in his appearance. "What the hell happened to the Upgrade plan?"

He grunts, and taps the Omnitrix's symbol, which hangs above his left pectoral muscle. "Same thing that happened to the 'Diamondhead drives the angry Kree lady away' plan. The Watch picked for me, again."

Julie walks up to him, skipping over a fallen tree on the way. She hesitantly touches the bleeding cuts on his arms. "_Fuck_. You're...you're actually _hurt_."

"It was bound to happen eventually, right?" -he says, then points behind him. "Besides, you should see…"

"_Please_ don't finish that quote." -she pleads, pale and starting to breathe a little too hard. "I love you and I love pop culture references, but I'm _kind_ of freaking out here, Ben."

Ben gingerly grabs her hand, so as to not scratch her. "_Hey_. I lived, Julie. I'll heal, just like you." -he says, gentle. "Honestly, I'm not sure this'll even carry over to my own body. I'll be just…"

_*bip*_

"..._fine._" -Ben says, his grip going slack. Julie is momentarily confused, but she understands as Ben falls at her feet, a small, burning hole in the middle of his chest.

Someone just shot the guy she loves, and they're hovering right behind her.

"_**Goola, Da Uba Stuka Je Keepuna**_." -the alien says, landing just a few feet away. They're tall, armored in black and deep purple, and pointing a space gun at her. She has no idea what the bastard just said, but she's not about to shuffle off this mortal coil without a curse and some fisticuffs.

Julie couldn't ever tell anyone what she chose as her final words. Something along the lines of 'fuck you!', 'you killed him!', and '_fuck you!_'. She decides to charge them, ready to punch that expressionless mask off their face, but they simply sidestep out of the way of her blow.

Well, they sidestep, do an _incredibly_ quick flourish with some glowing _thing_ protruding from their wrist, and suddenly, Julie is horizontal, her shoulder burns like she just scraped it against gravel, and she can..._see_...her _arm_.

Her right arm is _away_ from her body.

Julie is vaguely aware that she's entering shock, but she still reaches for her disembodied limb with her left hand, not sure if she wants to reclaim it, or beat the bounty hunter to death with it. It's a surreal experience, especially since, _yeah_, her wound _hurts_, but it's not even _that _bad. There's not even any blood, the cut cauterized instantaneously. If she's inclined to scream, it's _really_ because she _just lost a fucking arm, holy fuck_, not because of the pain.

She touches her arm, and it's just..._too much. _She passes out. The last thing she remembers is the red flash of Ben's detransformation, and a violet glow before the darkness overtakes her.

* * *

**I rewatched the first appearances of both Krabb and Sixsix to write this chapter! They're pretty flat characters, a pretty common trend in the OS. Krabb is arrogant but has the skill to back himself up, and I wanted to expand upon that. Sixsix actually speaks Huttese - he says, in pretty broken English because I used a fairly janky online translator "A pity you had to see me shoot him." I couldn't find a source for the language he actually speaks, and I figured huttese is a nice choice for a bounty hunter.**

**There's a third bounty hunter on the planet…and it's not Tetrax. I think I mentioned this before, but Diamondhead is the last of his species, and the reason for the Petrosapiens' extinction has to do with the creation of the Omnitrix itself. Any guesses on who our third mystery bounty hunter might be? I'll tell you this: the hunter is female.**

**Zeta radiation comes from DC Comics zeta tubes. There's no actual zeta tubes in this 'verse, but I wanted to use the term, as it relates to warping spacetime to travel instantaneously.**

**Also, the reason Gwen's parents stopped allowing Gwen to have Kevin and Ben is pretty obvious: they noticed Kevin is into Gwen.**

**Until next time! Oh, and of course, enjoy the entries for the two aliens mentioned in this chapter:**

_**Ripjaws:**_

**The Omnitrix's sample of a Piscciss Volann, from the planet Piscciss. Ripjaws is the king of the seas, able to swim at breakneck speeds and use his claws and powerful bites to tear apart even the strongest of alloys. He can use the lure on his head to emit short-ranged bioelectric bolts that can paralyze his foes. Ripjaws retains his strength on land, but he dehydrates quickly, and moves much more slowly and clumsily. His eyesight outside of water is also terrible.**

_**Upgrade:**_

**The Omnitrix's sample of a Galvanic Mechamorph, from the lost planet Galvan Prime. Upgrade is an artificial being, a robotic life form composed of an alien metal that behaves like a non-Newtonian fluid. It is a living supercomputer designed to optimize and improve any sample of technology it touches - or practically possesses - to its ultimate expression. It is slow and weak in its base form, but practically indestructible, and able to project a particle beam from its "eye" for defense in a pinch. Magnets will not stick to it, but magnetic fields do give it a facsimile of a headache.**


	6. Weightless Burden

**Had to break up this chapter and the next, since I feel it's gonna be veeery plot heavy. Enjoy!**

* * *

Julie wakes up to lungs filled with liquid.

It takes a panic-filled second, but she determines she's _not_ drowning, somehow - it's a strange, light blue liquid that she can _breathe_, like perfectly normal air. It freaks her out, even more than the obviously missing limb on her right side, or the fact that she's naked, suspended in a clear, cylindrical tank filled with the stuff, in a clinical-looking circular room, and with an audience to boot.

She tries - and mostly fails, thanks to her severed arm - to cover herself up as Hala the Accuser walks up to her tank. To her credit, the Kree - who's wearing what Julie might describe as the 'weekend casual' version of her armor - doesn't really look at her, merely glances as she brings up a holographic display that appears to showcase her vital signs. Hala looks absolutely _miserable_ with guilt as she surveys the data, even through the obvious alienness of her visage.

"Get me out of here!" -she yells at her, angry. Julie half expects the words to come out garbled, but she speaks normally.

"In a moment." -Hala says, apologetic. "Your friend, Gwen, is fetching an outfit for you."

Well, at least it's good to know she's not _wherever she is _by herself. The violet flash she registered just before passing out must've been Gwen, charging in as the cavalry. "Why am I even naked in the first place?"

"_Ah_. I..._apologize_ for removing your clothing, but the substance you are suspended in is corrosive for most synthetic materials. If it makes you feel any better, Miss Tennyson volunteered for the task of disrobing you."

Julie grunts. It's a _very _small comfort. She's close with Gwen, but not _that _close. Frankly, she'd have been a _lot _more comfortable if, y'know, Ben had done it. "What _is _this stuff, anyway?"

"Cryogenic fluid. A common stabilizing medium for injured warriors." -Hala answers, collapsing the hologram. She looks her in the eye. "You went into shock, following your injury. Since you couldn't _exactly_ be taken to a Terran hospital, you were brought aboard my flagship, the _Azure Lance_, for treatment."

Julie frowns, but her outrage ebbs a little. "Isn't cryogenic tech supposed to be, like, an interstellar travel thing?"

"Not since warp gates and the corresponding drives were invented." -she explains. "We've _long_ since outgrown the need to preserve organics during decade-long FTL trips. Still, the fluid _was _designed to support life for extended periods of time, and so it remains useful to this day."

"And Ben? Is he ok?" -she asks, fear coloring her voice.

Hala hesitates. "...in good health, yes. Despite the deadly wound he received."

Julie sighs in relief. So, her assumption is true; the damage he endures as an alien doesn't translate to his base human body. She thought that might've been the case, since the Omnitrix seems to source whatever matter and energy each transformation requires, but having the confirmation is good. Still, something in Hala's expression troubles her. "I have a feeling there's a 'but' in there."

"I fear there is." -Hala says gravely. "The Omnitrix's bearer is not in a suitable state of mind. He blames himself for your..._injury_."

Julie sighs to herself. Of _course _he would, even though there's absolutely nothing he could've done to prevent her mutilation. Not with the giant drone, and not with this _fucking_ bounty hunter. Ben is a kind soul, and his drive to help people is genuine - and probably the thing she loves most about him - but, on the flip side, he tends to blame himself for things outside his control. It was a flaw when the worst he'd blame himself for was a busted blender at work, or missing one of her games because his dad had snatched him away overnight for a photo op with Congresswoman Tennyson, but now that he bears such a terribly massive responsibility, she fears that this flaw may prove _fatal_.

Gwen chooses that moment to barge into the room, interrupting her musing. She's carrying a bundle of clothes and a towel. She hands them off to the Accuser and...leaves?

"_What_? ...why did she _leave_?" -Julie asks, befuddled.

Hala commands the pod to flush the liquid, making Julie feel a little woozy as the weightlessness wears off. "I can't claim to understand the..._power _behind it, but your friend can generate duplicates of herself at will."

_Ah. _That sounds about right. Julie's only surprised such a versatile spell actually _works _for the redhead. It must be how she and Ben staved off the hunters for so long - she didn't really ask, too busy with the _actual police investigation_ she was forced to provoke as a result of Hala's little home invasion. "Where's the _real_ Gwen?" -she asks, stepping off the now open tank and awkwardly towelling herself off. She ends up way more damp than she's used to, or comfortable with - which she expected - but the cryo fluid seems to evaporate fairly quickly on its own, at least.

The Accuser winces. "She is..._busy_. Not to be disturbed, I'm told."

Julie frowns as she dresses, slowly, trying her best to get used to the extra effort of using only one arm to do so. Fortunately, the clothes - likely Gwen's - are quite loose, and easy to slip into. The redhead is both taller and much more _statuesque_ than she is. In any case, constantly having to pull up some baggy jeans is _way_ better than talking to an alien warlady in the nude. "Doing what?"

"Should you not be more concerned with your current predicament?" -Hala nods at her, obviously trying to change the subject.

Julie snorts. Calling it a '_predicament'_ is the understatement of the year - a year that's seen alien invasions, an actual _norse_ _god_ joining the fray, and superheroes popping up just about _everywhere_. She peels back the empty sleeve of the cat-themed t-shirt she's wearing, surprised to find a discrete black plate covering the stump, just after her shoulder ends. There's really nothing left of her arm; the bastard cut it off at the joint.

"The bounty hunter's plasma blade cut across your shoulder joint, destroying any chance of surgically re-attaching your severed limb before the nerve endings were permanently damaged. Perhaps, with some time, we might've been able to clone a new one for you, but our facilities are not designed for Terran use - our infamous legacy of genetically tampering with the genomes of other sapient species has led to strict protocols that _destroy_ foreign genetic material processed in such machines, along with the machines themselves." -she says. "As it stands, we were forced to synthetically reconstruct your entire shoulder and clavicle, reinforcing the rest of your skeleton with a graphene nano-lattice to bring its durability up to the same standards as the synthetic replacements."

She says this like she's describing the weather, and not a surgically invasive procedure that _fundamentally altered her entire skeleton_. "_Jesus_, Hala, don't you think I needed to, _oh, I don't know_, consent to this procedure, maybe!?"

Hala seemed puzzled. "I...it was necessary."

"You don't say."

"If your shoulder were to withstand a force strong enough to shatter Terran bone, but not your implants, the rest of your skeleton would suffer catastrophic consequences."

Julie scoffs. "If I'm getting hit _that_ hard in the first place, an unbreakable shoulder would be the _least_ of my problems."

"You are partner to the Omnitrix's bearer." -Hala gently reminds her. "I apologize for disregarding your bodily autonomy, but you _are_ inherently and permanently at risk of grievous injury."

Julie glances at her empty sleeve. "...yeah, alright. I guess it's a good thing, just...ask next time, alright? Even if it's a painless procedure, it's still my decision to make."

Hala nods as a sigh escapes her. "Over a _decade_ above C-53, and I'm _still_ unused to these Terran ideals of freedom and choice. I'll keep it in mind."

Hala gestures for her to follow. Pseudo-Gwen didn't bring any shoes, so Julie gets to walk the frigid corridors of the Kree warship barefoot. _Yay_. Hala leads the way through a series of narrow hallways, filled to the brim with Kree warriors and crew, the majority of whom pointedly stare at her for _way _longer than her mother would consider polite. It's not so much xenophobia - she gets the impression that Hala would stamp that out pretty quick, given her apparent predilection for humanity - but rather fear of being discovered by their superiors as hosting a human. From what she could gather through her rather clipped, first conversation with the Accuser, Kree leadership has a _real_ issue with her species.

"As you can see," -Hala notes, nodding at the various warriors they pass, "Kree warriors are no strangers to the loss of a limb."

It's true; Julie guesses that some 70% of the Kree they pass are cyborgs of some kind. Legs, eyes, and of course, _arms_, replaced both partially and completely by _incredibly _advanced, lifelike prosthetics. "We are a long-lived species, and us warriors are especially expected to give our _all_ for the collective wellbeing of our species. 'For the good of all Kree'. Each and every one of us has seen much combat, not all of it victorious." -she says, knocking on her thigh. It makes a muted metallic sound, betraying its own synthetic nature.

"Why tell me this?" -she asks, suspicious.

"Because you were _right_." -Hala says, glancing at Julie. "When you accused me of inaction - of failing to stop the drone from reaching you, of failing to intervene and save precious lives from the Chitauri incursion. And now, of preventing your current suffering by letting the bounty hunters 'legally' pursue Tennyson at their leisure."

Julie frowns. "You said it yourself, though. '_Legally'_. You couldn't do anything without breaking the rules."

"To borrow one of your _charming _Terran expressions: _fuck _the rules." -she spits out the words. "I traded my own comfort for the blood of innocent people. It is _utterly _unbefitting of someone who fancies herself a protector of Terra. All I can do now is atone - starting by pledging my full support of you."

"_Earth_." -Julie finds herself saying. "I know _galactic_ _civilization_ calls it Terra, or whatever, but we humans call our homeworld Earth. If you're _really _this committed, you might as well start by getting the name right."

Hala raises an eyebrow. "You...don't object?"

Julie shrugs. It's not an easy gesture, but it's not because of the missing limb - it's because she still doesn't _quite _trust Hala, but...she _is _willing to give her a chance. "We _all_ fuck up, right? I _highly _doubt it's just a human trait. You were doing what you were _supposed _to do, but that wasn't the _right_ thing to do. I can relate."

"Even though I am to blame for your lost limb?"

She snorts. "_You _didn't do this to me. Maybe you could've stopped the guy who swung the energy sword, maybe not. I think it's useless to think about '_what ifs_' right now." -Julie says, then sighs. "I don't know how in the _world_ I'm gonna explain this to my parents, but...don't worry, I won't even mention you."

Hala hums. "Perhaps there is no need to explain."

"I'm _pretty _sure my parents are gonna want an explanation for why their only daughter is suddenly _missing an arm_."

"Of course." -she says, then smirks in a manner too mischievous for the no-nonsense warlady Julie's known so far. It almost reminds her of Abigail Brand, instead. "That is, _if _there's a missing arm to notice."

Hala's little tour deposits them at what Julie can only guess is the flagship's armory, a veritable treasure trove of alien weapons that wouldn't be _too _out of place at a _Star Wars_ film set - the _originals_, since the prequels are all blue screens and CGI. There's at least a dozen different kinds of guns, untold amounts of energy-based melee weapons, and green-black armor sets in a variety of styles and body types.

There's also body parts. _Mechanical _body parts.

"I've consumed very little Terran - er, _human _media." -Hala says, smug. "But I understand there are 'game shows' where participants are allowed to storm through sets filled with prizes to be looted at their leisure?"

Julie blinks, astounded at the prospect before her. Hala gets the reference _kind of _wrong. There's usually a time limit to those things. "_Uh-huh_."

Hala winks. Or tries to, anyway. "Go on, then, Julie Yamamoto. Take your pick."

* * *

Human-Bearer-_Ben_ finds himself in an emerald void, stretching infinitely around him. His first instinct is to look at his wrist, which somehow _lacks_ the Omnitrix; instead, a band of blazing green encircles his wrist which - he's pretty sure without really knowing _why _\- seems to be the source for the endless light around him.

"Where am I?" -he asks out loud, his voice soberingly quiet in the immensity of this place.

A sphere forms in front of him, magenta in color - it feels wrong to him, like dropping a barrel of oil in the cleanest beach in the Caribbean. Inside, human-cousin-_Gwen_ struggles to stand upright. "_Damn_...this is a _lot_ harder than I thought it'd be." -she says.

"What is?" -Ben asks.

"Existing here." -she says. "Inside the Omnitrix."

Ben gasps, as his mind seems to come into focus. "Wait, _what_!?"

Gwen winces. "Well, _no_. It's a _lot _more complicated than that. This isn't so much the _Omnitrix_, as it is the psycho-genetic bond between you." -she says. "That term doesn't exist, mind you, it's just the closest thing I can come up with to describe..._all_ _this_."

"Still, holy crap."

"You said it." -Gwen says, slightly amused. "Go on, then, break the bond."

Ben pauses. "I..._why _would I do that?"

Gwen seems flabbergasted. "What do you _mean_, _why_? You _asked_ me to do this, Ben. You chose to get rid of the Omnitrix, remember?"

This sounds both accurate and very, _very _wrong to Ben. "I don't...it's hard to think in here, for some reason. Like I'm on Earth, and my mind is on the _moon_, or something."

"You got shot, and Julie lost an arm." -Gwen says bluntly, starting to buckle under the pressure. "You said you regretted ever deciding to bear the Watch."

It all comes rushing back, like a cascade dropping on the back of his head - facing down Krabb, only to miss the other hunter lining up a shot that pierced through his chest. Ben is _pretty_ sure that blast should've killed him, but it didn't even leave a mark on his embarrassingly hairless chest. Meanwhile, Julie's life has been ruined, and it's all his damn fault. If he'd been more vigilant, if he hadn't been _so damn proud_ of his victory, Julie would still have _both _her arms.

Ben realizes he's crying. How could he have been so careless? So selfish, to drag the people he loves into this _dumbass_ crusade of his? Who the hell is he kidding? He's a fifteen year old working the counter at a rapidly decaying fast-food chain location, in the middle of _freakin'_ nowhere. And he thought, _what_, that he'd slap on an alien wristwatch and, just like that, become a superhero? That he'd stand beside _actual _heroes, like the people who _risked their lives _in defense of New York? Like Iron Man, and Supergirl?

Like his grandfather?

No _wonder_ he asked Gwen to chop the damn Watch off. Everyone's told him, but it took watching his girlfriend be maimed to _really _get it: he's just a _kid_, playing hero.

"Ok. Yeah, I've decided. Help me take it off." -he says...to no one. He's alone in the void. Gwen must've failed to maintain a presence, and now he's trapped here. In the _psycho-genetic bond_, or whatever.

Maybe it's for the best.

_For the best, eh? Tell me, Ben Tennyson...how is my all-powerful creation being stuck on the wrist of a comatose human teenager _'for the best'_?_

Ben blinks, perplexed. The voice he hears is _tiny_, and comes from right between his feet. He bends down, and starts making out a shape out of the light. It's only a few inches tall, with a wide, frog-like head and a painfully thin body, covered in what appear to be robes. He's not quite sure, since the tiny being is made of the same light that surrounds him, so the details are difficult to make out.

_Yes, yes, I'm small. Get all your 'tiny', and "diminutive", and 'minuscule' descriptors out of the way, already. We've got a lot of work to do, if we're to separate you from the Omnitrix._

"What? You can _do_ that?"

The figure crosses his arms. _Well, there's the issue of you just-so-happening to be a Ben Tennyson, and thus a somehow perfect match for my Watch, but I'm sure I can figure it out. Maybe even before your body dies..._

Ben should be worried about that last statement, but he's too busy suffering a splitting headache, provoked by the alien's revelations. "I...I _know_ you. You're…"

_Azmuth, creator of the Omnitrix, last survivor of Galvan Prime. Pleasure to make your acquaintance in _this _universe, kid._

* * *

**Eyyy, Azmuth is here! Let's get some lore, people!**


	7. A Link To Multiple Pasts

**Man, this chapter. I intended this chapter to essentially be a complete lore dump, but, like most of the previous chapters, the concept only somewhat lined up with the final product. In any case, I'm really happy with it, so I'm not complaining. I know this is an even greater departure from Ben 10 canon, but I hope it's worth it for y'all!**

* * *

"Goddamnit, I _told _him this was a bad idea." -Abigail says, staring at Ben's comatose form, laid out on a bed in one of the Kree Dreadnought's three main infirmaries. His eyes are wide open, blazing green, and the Omnitrix is twisting and turning, wildly beeping like a hyperventilating 90s modem.

She offers a hand to Gwen, who takes it and rises, not without considerable effort. She's smoking, though she appears outwardly unharmed. "Yeah, but...can you blame him? I think it's pretty clear that this..._adventure_ of ours proved to be _way_ more than we could handle."

"I respectfully disagree. If anything, the dismembered bounty hunter in Hala's brig shows that Ben's got what it takes to take on a top tier warrior and make it through _relatively _unharmed. Not to mention you literally _scared one away_, yourself." -Abigail says, then sighs. "But...we should've been there. The Kree at least have the excuse of having to hold the blockade and respecting the Hunters Guild's rights, but S.W.O.R.D. has no such obligations. We could've done _something_. _I _could've done something." -she says, staring at her cane.

"I thought I was close enough to help before things got ugly." -Gwen says, commiserating. "Obviously, I wasn't. Lots of blame to go around, Director."

Brand hums. "I guess there is. Can you link up with him again?"

Gwen bites her lip. "_Maybe_. I think I have the power, but the Omnitrix _clearly_ doesn't want me meddling. It fought me the whole time, and let me tell you, that thing is _powerful_."

"So, what do we do?" -Abigail asks, leaning on her cane.

"We're gonna have to wait it out." -Gwen says, resigned. "It's all on him, now."

Abigail shakes her head. "There's gotta be _more_ you can do. I mean, you're an Anodite, for gods' sake! You're one of the most _powerful_ magical creatures in the universe! You just don't know your own strength."

"Well I _can't_, alright? Whatever powers the Omnitrix is _way_ stronger than I am." -Gwen says, annoyed, then frowns. "Wait, how do you even know I'm an Anodite?"

"I met your grandmother, and I've seen your magic. I don't know _how_ you use it while in your mortal body, but I _can_ do the math." -she says, sarcastic. "Didn't Ben tell you I was a friend of the family?"

Gwen looks at Ben. "He _did_, but...he didn't mention anything about you knowing Verdona."

Abigail smirks, slightly. "Max always wished you two could've met. He never really knew how to help you."

"I know. His memory imprint told me as much when we went through his 'secret double life' stuff." -she says, uncomfortable. "Which wasn't _fair_, y'know? Losing grandpa to the stars, only to find out I'd already lost the _one_ _person_ who might be able to teach me more about myself - why my powers fail sometimes, why I can even use them as a human."

"For what it's worth, I doubt Verdona would've been able to clarify much. She was always more of a warrior than anything else. _Definitely _no scholar."

Gwen leans forward, unable to hide her curiosity. "She was?"

Abigail smiles, fondly. "Yeah. Unique that way, from what I understand. Anodites don't really concern themselves with mortal affairs, but...Max convinced her to care. Enough to put herself on the frontlines. Enough to leave Max and the prospect of raising a family with him."

"I know Grandpa had the Omnitrix back in the day, but...I think that's always been his _real _superpower." -Gwen muses. "Whether it was something as trivial as putting up a camping tent, or doing this..._hero stuff_...he's always had a way of making you want to give it 110%."

Gwen nods to herself, determined. She closes her eyes, then opens them to magenta light, placing her energy-wreathed hands over the Omnitrix in an attempt to reopen the link.

Abigail knows Gwen can't really hear her anymore, but she still worriedly fidgets with the pommel of her cane, and speaks up. "Good luck. Whatever you guys end up deciding...you better come back in one piece."

* * *

"I...have _so_ _many_ questions." -Ben manages to breathe out after a pregnant pause.

Azmuth snorts. He feels more _defined_ now, less like a figment of his imagination. He even speaks out loud, and everything. "The Omnitrix is connected to your mind, and I'm a..._passenger_, on the former. That is to say, I _know_ you have questions. Ask away, but keep in mind you _must_ make a choice about the bond between you and the Omnitrix, and soon. The Omnitrix may or may not let you die, but the human body is not meant to handle such..._indecision_."

Ben nods. "You said you created the Watch."

Azmuth nods. "I was not _alone_ in this endeavor...but yes, I _did_ conceptualize, design, and build the device."

"_Why_? Why did you create such a dangerous weapon?" -Ben asks.

Azmuth scoffs, indignant. "The Omnitrix is not something so trivial as a _weapon_." -he says, snidely. A projection of each and every one of Ben's 10 available transformations forms before them, out of the same green light - and then, as if to reinforce Azmuth's words, _thousands more _line up behind them, in all shapes and sizes, their features obscured. "It is an intelligent, nigh-omnipotent genetic forge, powered by the life essence of a Celestial, designed to collect any and all forms of genetic instructions for the development, functioning, growth, and reproduction of all known sentient organisms - the information contained within your human DNA, for example - to be replicated at will, and stored in a vast, extra-dimensional repository called the Codon Stream." -he says, then sighs as he sees Ben struggling to understand. "The Omnitrix is a tool meant to preserve the genetic makeup of any and all intelligent life forms. I didn't create a _weapon_. I created an _extinction failsafe_."

Ben crosses his arms. "So the Watch is, like, a portable Noah's Ark?"

The Galvan raises an eyebrow. "I am unfamiliar with most of your human analogies. I'll _assume_ you understand its true purpose."

"I think I do, now." -Ben says. "But the rest of the galaxy probably doesn't, if my experience is anything to go by. Nobody seems to think of it as anything but a weapon."

"They never did." -Azmuth says, forlorn, then vaguely waves his hand. The void seems to _vibrate_, somehow, shaking itself into an actual location.

"Where are we?" -Ben asks, looking on as the world around him changes.

"My personal sanctuary." -Azmuth says.

The monochrome green resolves around them into a lab of sorts, a strange blend of ancient stone structure and incomprehensibly advanced technologies scattered around the place. The floor plan looks kinda like a stereotypical wrapped candy shape, an oval with two protrusions at opposite sides. One of them is a balcony, and the other a massive vault door of some kind. The room is dominated by a massive, hourglass-shaped machine, with an ancient version of the Omnitrix exactly in the middle. The machine is connected to some sort of scanner, above a _tiny_ cot, where a Galvan that looks almost _exactly _like Azmuth lies.

Ben blinks, flabbergasted."Did we just...travel to an alien planet?"

"'_Alien'_ is relative, Ben." -Azmuth chides. "This place may be alien to you, but to me, it is home. It _was _home." -he says, then walks towards the balcony. Ben follows, and stares outside.

It's...war.

"Galvan Prime fell many, _many_ eons ago. When the universe was young, and our galaxy was yet to cool off." -he says. "So, _no_. We haven't gone anywhere. My homeworld is a hollowed out husk, and my species died off with it. I should know - I was the last one to go."

Ben gasps. "But...you said…"

Azmuth smirks. "My _body _was destroyed, but my _mind_...well, you're chatting with it. I designed the Omnitrix as a living machine, with a mind of its own, but in my failure, and subsequent _death_, I gave it company. In that way, I _am_ technically the last surviving Galvan."

The Galvan points at the battlefield outside. Ben can make out some familiar figures - they all look like _Diamondhead_, of all people. The Petrosapien warriors are fighting Galvanic Mechamorphs in various weaponized and armored forms, and winning. _Handily_. The poor synthetics simply can't compete for long with warriors who are, for all intents and purposes, _invulnerable_, and capable of creating constructs at will that can directly counter whatever the Mechamorphs throw at them.

"By this point, I was likely the only one left." -Azmuth continues. "While my fellow Galvans and our synthetic defenders gave their lives to try and hold back the Crystal Men, I sequestered myself in my lab, desperately trying to encode our highly complex genome into the Omnitrix for future generations to one day re-create."

Ben purses his lips. "You'd given up?"

Azmuth nods. "We were never warriors. Our demise was swift."

"Why did the Petrosapiens attack you?"

"Because we ruined their existence." -Azmuth admits. "Uplifted them from a natural, organic evolution to be our eternal guardians, and destroyed their culture, identity, and ability to _die_ in the process. The warriors you see below had been driven mad by thousands of years of existence beyond their natural lifespans."

Ben winces. "_Jesus_, Azmuth. Why would you do that?"

"I won't defend my more morally dubious peers, but the truth of the matter is that the galaxy was - and continues to be, from what I last saw through your grandfather's eyes - an _extremely _dangerous place. Just _look_ at me, Tennyson." -he says, gesturing at his small self. "We were tiny amphibians with no real defensive capabilities, living in an era in which Celestials still bickered and fought with each other, leaving shattered solar systems in their wake - to say nothing of the technologically superior Kree, or the warmongering Asgardians."

"I see." -Ben says. It's hard to wrap his mind around these higher concepts - like, what the _hell _is a Celestial? - but he gets the gist of it. Galvans evolved, _miraculously_, as tiny, highly intelligent life forms in a cosmic soup of violence and destruction, before the universe as he knows it 'settled'. "What went wrong, then?"

Azmuth sighs, walking up to the little cot. Upon close inspection, Ben realizes that the Galvan on it is, indeed, Azmuth himself. "I wasn't quick enough."

The vault door behind them rumbles, thick metal bending from titanic blows. A few shards of familiar cyan crystal begin to poke out. An energy barrier pops into existence, shearing off the jagged tips, but Ben doesn't really expect this defense to last long, if his own experience as Diamondhead is anything to go by. Another figure walks 'into frame', so to speak. The creature is _tall_, much taller than Ben - maybe twelve feet tall, if the simulation is accurate - with a slender frame and an armored torso and limbs. They're some kind of..._squid_ person, sorta like the cursed pirate from that Pirates of the Caribbean movie he vaguely remembers watching as a kid. The 'resolution' on this mindscape is good enough that he can make out the fact that this being's limbs are actually _tentacles_, tightly wound around each other so as to make a firm, humanoid arm or leg. Possibly their torso, too.

"_Master, they're here!_" -the being says, urgently.

"Yes, yes, I can _hear_ them, Myaxx." -Azmuth - the present version - recites, in time with the memory. "The barrier will hold. _Leave_, already."

"_With respect, I refuse. I have already chosen my grave_."

"Young one, the Crystal Men only seek to destroy _my_ kind. Do not give them a reason to hunt yours."

"_As if these _brutes _would need one._"

"Regardless. _Leave_ _me_, save yourself."

The sequence stops. "Who's Myaxx?" -Ben asks.

Azmuth longingly stares at the female…'Chimera Sui Generis', the Omnitrix helpfully supplies. "One of my assistants. She remained by my side until the end - and paid the ultimate price for it."

The events continue to play out. Of course, the barrier fails, only moments later, and the vault door groans open, pushed aside by impregnable crystal. Its source walks in, a lone Petrosapien that looks almost _identical_ to Diamondhead, down to the permanent scowl. The only real difference is that the alien lacks Diamondhead's white and black uniform, armored instead in a black and gray suit with green geometric patterns.

Myaxx roars, and charges at the Petrosapien with nothing but her fists. He calmly puts his hand to the ground, and a torrent of crystal rushes over and stops the assistant in her tracks, encasing her in the nigh-indestructible material.

"Tetrax Shard." -Azmuth says, closing his eyes, unable to look at his doomed protegé.

Tetrax approaches, menacingly. "_Hey, old man._"

"I assume you've come to kill me?"

He shrugs. "_Better me than any of the others, don't you think?_"

"I suppose so."

Tetrax scoffs. "_I would have spared you, you know. Maybe even helped you escape into the cosmos. If you'd kept your promise - hell, if you'd failed and been honest about it, I would have stood up for you."_

Azmuth nods. "I know. I'm sorry."

"_Yeah. I'm sorry too._ _Sorry I ever trusted one of your kind. Sorry I believed you when you said you could end my suffering. Sorry I ever let your damned _machine god _touch me, allowing you to preserve the secrets of our creation for others to exploit._"

"That was never my intent. All I wanted was to preserve life."

Tetrax laughs, bitter. He gestures to Myaxx. "_How's that working out for you?_"

The Petrosapien takes aim, and blasts the Omnitrix with razor-sharp crystal shards. Ben isn't sure what he expected, but the device is, of course, entirely unharmed. The machine around it, however, _isn't_.

Azmuth gasps, aghast. "What are you _doing_!? Kill me if you must, but leave the Omnitrix be!"

Tetrax growls, disgusted. "_Your entire _race _lies dead below your sanctuary, and this _thing _is your only concern?_"

"I have already failed my people, Tetrax. Our fate was sealed the moment we played gods with your kind. But the Omnitrix is a chance at a new beginning - for my kind, and yours." -Azmuth pleadingly explains. "_Yes_, I added your genetic information to the Omnitrix. I failed to undo the damage my peers did to you, but any new Petrosapien would be born from the Omnitrix with no knowledge of the crimes we inflicted upon them, no concept of a lifespan limited by evolution! And any new Galvans would learn from our many, _many_ mistakes."

Tetrax narrows his glowing yellow eyes. "_A noble ideal, Azmuth. But the Galvans had their chance_."

He morphs his right hand into a massive sword, and cuts across the center of the room. The simulation falls apart, violently, and Ben is thrust into the emerald void again, Azmuth waiting at his feet.

"He _killed_ you." -Ben says, touching the spot on his chest where the hunter's laser bolt pierced him.

"Justifiably so." -Azmuth noted. "Myaxx was an innocent victim, but _my_ death was warranted. I knowingly betrayed his trust, and the Galvan leaders took advantage of me, in turn. Used my creation to create more soldiers, who would eventually turn on us."

"How did you end up here, then?"

Azmuth rolls his eyes. "As I _said_, the Omnitrix is intelligent. Not loyal to me, per se, but it pitied me and my fate. The genetic integration process was, quite literally, cut short, but the Omnitrix was able to absorb my fading consciousness as it enacted safety protocols and shot off into deep space."

"And then Grandpa found it."

Azmuth chuckles. "Don't be _ridiculous_. Your grandfather was the fifty-second bearer. Time has no real meaning in here, but from what I've gathered, Galvan Prime fell _millions_ of years ago."

Ben's eyes widen. "So, what, the Watch has been hopping around from bearer to bearer until it found _me_? What is this, _Lord of the Rings_?"

"I'm no more familiar with human references now than I was the last time you spouted off some such nonsense." -Azmuth says, annoyed. "But yes, that does sum up the Omnitrix's..._agenda_."

"Why _me_, though? Grandpa said it was my genetics, but if it's been hopping from person to person, and - I'm assuming - only _two_ of us have been human, how does that make any sense?"

Azmuth gestures, and a model of Earth appears before them. "Are you familiar with the concept of the multiverse?"

Ben frowns. "Sure, I've read comic books."

Azmuth doesn't even bother. "Then you understand that every single choice ever made creates divergences - branches that may be _trimmed_, or allowed to grow apart from the others, whether they grow along a similar path as their brethren, or twist and turn in ways that leave them unrecognizable." -he explains, as other Earths appear alongside the first one, stretching infinitely into the emerald void.

"_Okay_. I _think _I follow."

"Simply put, in every single timeline where I've existed, and lived long enough to create the Omnitrix, there's also been a Benjamin Tennyson on Earth - or a similar enough replacement - that becomes its last bearer, for better or worse." -he says, then chuckles. "I'm _usually _alive for this part."

This makes an alarming amount of sense. "_Wait_. Wait-wait-wait-wait-wait. Is that why I _know_?"

"Why...you 'know'? Know what?"

"Everything! I knew what the Omnitrix's container was, I knew how to activate it...hell, I even knew what the sounds it made meant! Do I know all this because, in another life, I've already done it?"

"In another _universe_. This isn't _reincarnation_. It's alternate dimensions." -he reminds him. "But yes; I imagine what you experienced can be explained away as some form of...inter-dimensional 'bleeding effect'. Situations so incredibly similar that the natural barrier between the different universes..._flickers_."

"The Codon Stream! You said it was 'inter-dimensional'!"

Azmuth nods. "Of course. Cataloguing every sapient species in this galaxy would have been _impossible_ by myself. So I, and my _many_ other selves, designed the Stream and have, in one way or another, contributed to the genetic archive."

The many Earths disappear, quickly replaced by several scenes, similar to the one about Azmuth's death. Ben watches, entranced, as hundreds, even _thousands_ of different versions of himself - younger, older, male, female, human, and alien - and even other people he knows - like Gwen, Grandpa Max, Kevin, and Julie - discover and take up the Watch. It's always a similar scene, too: the container opens, their hand strays too close, and the Omnitrix jumps to their wrist, as if it can't wait a moment longer to become one with its bearer. There's a great flash of light - green, blue, white, red, and pink - and they've become a slightly different version of Heatblast.

"It's _always _a Pyronite." -Azmuth muses. "Even in universes that lack the species, for some reason or another. Never been sure why."

Ben feels like he knows. The phrase 'trial by fire' comes to mind. The scenes go on, skipping across time and space, showing the many adventures of the various bearers. Ben and company win and lose, sometimes gloating over their defeated foes, sometimes barely scraping by certain death.

Some versions are evil. Some versions _die_ in the process.

But the vast majority _live_, and they _thrive_ in heroism. It's a difficult life, filled with hardships and obstacles that threaten both himself and those he loves and comes to care for, but he can see all the _good_ that his many selves do for their respective universes. The _overwhelmingly positive_ legacy he leaves behind, over and over again. Azmuth is still talking, rambling on about the inner workings and finer details of his creation, but Ben can't really hear him anymore; the Omnitrix can't - or won't - talk to him, but Ben can still glean a message from the scenery around him:

_You have the potential for great goodness in you._

_You are worthy of my power._

_We are as one._

It's both tremendously daunting, and incredibly reassuring. It's a great and terrible privilege, being privy to all these others versions of himself, but Ben knows he needed it. Maybe he _will_ die in the process. Maybe harm _will_ befall those he loves. Who knows? What he _does_ know - what he always should've known - is that he _will _do everything in his power to be the greatest wielder of the Omnitrix, all over again.

"I'm keeping it." -Ben announces, interrupting Azmuth's lecture on _whatever _Master Control is.

The Galvan blinks. "You..._weren't_ listening, were you?" -he asks, rhetorically. Azmuth sighs, massaging his brows. "The others warned me about you, but I thought _my_ Ben would be better about this…" -he mutters.

"Sorry." -Ben winces. "While you were explaining, the Omnitrix kinda...showed me the error of my ways."

"And yet, you've elected to remain its bearer." -Azmuth notes, raising an eyebrow.

"I don't know that I'll ever stop feeling guilty about what happened to Julie." -he admits. "Or what might happen to the people I hope to protect. But I _know_ I can protect them." -he says, then smirks. "Plus, I _know_ Julie would kick my ass if I asked her to stay away from me. We'll figure it out. We always do."

Azmuth _humphs_. "I don't know that your optimism is _warranted_...but I believe in your conviction, at least." -he says, then his expression softens. "The Omnitrix is yours to command, of course. How you use it is up to you...but please, _do _consider its intended purpose. I don't altogether mind these _heroics_ your grandfather and you insist on, but my creation was, and is, a tool for peace. No matter how tempting it may be, how great an idea it may be presented to you as...its unparalleled power must _not _be turned to warfare."

Ben nods, resolute. "I promise, Azmuth."

"We'll see." -he says, cryptically. "Go on, then. _Leave_, already."

Ben hesitates. "Will I…see you again?"

Azmuth shrugs. "I'm not exactly _going_ anywhere. Whatever I know is _at least_ a few decades out of date, but you may summon me for assistance, if need be." -he says, then narrows his eyes. "The Omnitrix is not much of a conversationalist, anyway."

As if slighted, the void pulses, and Azmuth's form disappears. The light begins to absorb into his wrist, slowly forming the Watch he knows and loves. Darkness replaces his environment, until all that remains is him. He closes his eyes, and opens them to Gwen's magenta eyes staring down at him.

* * *

"You're back!" -Gwen says, the energy dissipating. She hugs Ben, who groans softly.

"I'm so _stiff_." -Ben says, trying to stretch a little. "Hey Gwen." -he says, then spots Abigail worriedly hovering behind his cousin. "_Oh_. Hello, Director Brand."

Abigail rolls her eyes. "Abigail will do, kid." -she says. "You had us really worried there for a second. Well, an _hour_, but who's counting."

Ben winces. "Sorry. I just had an extended tour through time and space that couldn't exactly be cut short." -he says, then looks at Gwen. "I'm glad you're alright, though. I was worried when the Omnitrix, like, winked you out of existence."

Gwen crosses her arms. "_Yeah_. I tried again a few times, but no dice. Whatever fuels your Watch is _way_ more powerful than I am. Anodite powers or not."

He rises, intending to ask her if she knows what a Celestial is, when Julie barges into the infirmary, Hala close behind.

She's...holy _crap_.

Ben's jaw absolutely hits the floor as he takes in her appearance; instead of the regular black or white polo, shorts, and pink jacket combo she usually rocks, she's dressed in a sleeveless, green, white, and black version of the uniform he briefly saw worn by Kree special forces - a thick, armored fabric that can apparently be heavily customized, judging by the Omnitrix-inspired hourglass pattern along the left side of her torso. She has a small blaster pistol holstered on her left thigh, a fancy looking bracer on her left wrist, and a collapsible baton hanging from the small of her back, opposite her navel.

But the kicker is her _arm_. Her lost limb has been replaced with a black and white prosthetic, a model unlike the sleek, life-like arms worn by most Kree cyborgs - a limb designed for combat, for someone _entirely _unconcerned with passing the replacement off as resembling the original.

He barely gets a moment to notice the massive makeover, as Julie rushes over and tackle-hugs him, planting her lips on him in what's quite possibly the messiest kiss they've ever had. Part of him is self-conscious about their audience, but mostly, he's just glad to see what he always should've expected: his ever indomitable girlfriend, already back on her feet and ready to _kick the ass_ of the alien bastard who cut her arm off.

"I should've known." -he says, once she lets him come up for air.

She raises an eyebrow, teary-eyed but outrageously happy. "What?"

"I'm over here moping, thinking about maybe getting rid of the Omnitrix, while you went and became a badass cyborg." -he says, shaking his head. "_God_, I don't deserve you."

She scoffs, fondly. "Considering you got _shot through the heart_, and that Watch is still on your wrist, I'd say we're cut from the same cloth."

He smirks. "Yeah, maybe." -he says, then hugs her again, burying his face into her short black hair. "Let's just..._not_ do that again, ok?"

A series of brief, mechanical sounds next to his ear makes him look at Julie's hand, which has transformed into a particle cannon. Her expression is determined, mischievous, but above all...honestly, she looks downright _sexy_.

"I have a better idea: let's take it from the top."

* * *

**This chapter was originally supposed to be thrice as lore-heavy, but this snapshot into the past as food for Ben's thoughts worked much better with this story, trust me. If you've played Mass Effect, you can probably tell that the Galvan-Petrosapien relationship here is heavily inspired by the relationship between the Salarians and Krogans in that franchise.**

**EDIT: A guest reviewer rightly pointed out that I didn't address the fact that, if the Codon Stream is connected to all other Omnitrixes (Omnitrices?), and most would likely have a complete version of the Galvan genome, this Ben's inability to become a Galvan wouldn't make any sense. The thing is, any one Omnitrix only houses the one DNA version; as far as the Stream is concerned, this Omnitrix already has the Galvan genome, even if it's a corrupted version of the "file". If Ben were to manually share data with another version of the Omnitrix that had a clean version of the Galvan genome, the issue could be fixed. **

**Basically, I want this tragic twist to be a consequence for Azmuth's mistakes, but I also really like Grey Matter, so I'm leaving the window open for him to maybe come back someday. No promises, though.**

**Also-also, Julie's new arm is inspired in Symmetra's arm, from Overwatch. It links up with her new suit, and she can configure it to holographically project an image of a flesh and blood limb. It's not a perfect solution - and if anyone touches it, they'd certainly figure out it's fake - but it should hold up under her parents' scrutiny for a while.**

**EDIT: Guys, this story isn't dead. I either delete works I don't intend to finish, or explicitly state they're in hiatus. I'm just hyper busy with school this semester. On the bright side, after 2019 I should be a lot more free to write...in any case, rest assured, chapter 8 is being worked on. And if you're curious about the status of any of my stories, please PM me, and DON'T post a guest review to my stories, which I can't directly reply to.**


	8. A Moment To Enjoy Some Peace and Quiet

**Sorry about the short-ish hiatus there! Life got real busy and when it wasn't, I had other projects I wanted to work on, most of them part of this stupidly large and complex universe I've created for myself. This one's pretty domestic, which I hear you guys like, but if you don't, don't worry! Next one should be a bit more on the exciting side.**

* * *

Julie gasps. "Oh, get that guy! He's the last one!"

Ben grunts. "It's _not_ that easy. I'm not used to the controls on this thing yet."

"He's _going _to kill you."

"Hey, I can hold my own!" -Ben says indignant.

"Stop arguing with _me_ and kill _him_!"

"Alright, _alright_...just let me figure out this new gun." -Ben says, begrudgingly.

Ben shoots, but the rounds go _way _wide of the target, which quickly returns fire and kills Ben. Julie laughs at him without abandon. "Oh my _god_, that was _terrible_."

The Omnitrix's bearer sighs, staring at the embarrassingly amateurish killcam, followed by a nasty, post-game 'DEFEAT' sign. "Yes, yes it was." -he says, then stares at the camera he has set-up above his _ridiculously _large monitor. "So, _that_ was CS:GO. _Obviously_ not my kind of game, but hey, it just came out, right?"

"Nothing that requires _aiming_ is your kind of game, beloved." -Julie teases, pecking his cheek and leaning back on her chair, beside Ben's own.

"Sounds like you wanna be on the hot seat next time." -Ben says, raising an eyebrow.

"Challenge _accepted_, Tennyson." -Julie says, crossing her arms.

"It's _really_ not as easy as it looks. This thing needs you to be _wicked_ accurate." -Ben says, defensively.

Julie snorts. "Of the people in this video, who has, a) an actual gun, and b) _fired_ said gun?"

Ben winces, immediately pausing the recording. "Might not wanna allude to the Kree blaster, Julie."

"Oh. _Right_. Cut that."

"I'll make a mental note: edit out the mention of alien weaponry, along with the previous, minute-long string of cursing on what's _supposed_ to be a kid-friendly channel."

Julie puffs up her chest a little. "Send it to me later. I was _pretty _proud of how many variations of 'fuck' I got out."

Ben shakes his head fondly, then presses the 'record' hotkey again. "You heard her, folks, next time an FPS comes up, we're putting Julie in charge. I'll stick to fighting games and, like, _Need for Speed_."

"Oh, I think my dad has an old copy of _Hot Pursuit 2_." -Julie says.

Ben gasps. "Oh my _god_, I haven't played that in _ages_...remind me to ask him if I can borrow it, alright?"

Julie nods, then gestures at the camera. "Ben, the outro?"

"Yup! Anyway, hope you guys enjoyed being company to my misery. Next video _should _be a Q&A type deal, so send in whatever questions you have for us, and Gwen, and Kevin. Make sure to suggest games we should try, too." -he says. "Until next time!"

Julie waves goodbye, and the recording ends. Ben immediately sets the monster of a machine that his computer is on encoding duty and pushes away from the desk, groaning. "I'm so _hungry!_"

"When is that _not_ a thing?" -Julie asks, smirking.

"I mean, when I'm _asleep_, probably." -Ben says, patting his belly. "Diner still closed?"

Julie nods, chagrined. "Our latest secret drone fight took out _all _of their windows. It's a _miracle_ that no one's noticed the giant alien robots yet."

"Or the people fighting them." -Ben says, worriedly. "What'd Councilwoman Núñez say this time?"

"That the police are doing their best to catch 'the hooligans popping these _extremely _dangerous illegal fireworks'." -Julie says, incredulous. "Honestly, aliens invaded Manhattan less than two months ago. You'd think people would be on high alert, but no."

"To be fair, who'd ever think Arcadia would get invaded by alien machines?" -Ben shrugs. "Worst we've ever had to deal with is those freak mini-earthquakes three years ago."

Julie hums. "Oh, yeah. Forgot about those."

Ben shakes his head. "How you'd forget about the wrecked asphalt and the mysteriously overturned cars on Guadalupe street is beyond me."

"Probably had a tournament or something at the time." -she shrugs. "Junior high kinda..._blends together_ for me. If it wasn't school, it was tennis, or soccer, or the swimming team…"

"...or chess, or the academic decathlon, or any _number _of things your parents thought were absolutely essential for you to succeed, and/or wanted to do as kids but never got to." -Ben finishes off. "Glad your folks saw reason."

"_Eventually_." -Julie says, a little bitter.

"Speaking of whom, have you figured out what you'll tell them?" -Ben says, nodding at her synthetic arm.

Julie shakes her head, and flexes the limb, which whirs softly in response. "Nope. Just glad they haven't noticed yet."

"...you _are _going to tell them, right?" -Ben asks, raising an eyebrow.

"I don't know, Ben, do you _want _them to ban you from ever seeing me again?" -she asks, sarcastic.

"Well, _no_, but I'd hate to drive a wedge between you guys."

Julie snorts. "Not to worry, the wedge is already there." -she jokes, then looks him in the eye. "Look, I'm _scared_. I don't _want _to have to lie to them. We've made _so much_ progress in the past few years, and my being more honest with them about what I do and how I feel has helped a _ton_. But this isn't me sneaking out for a midnight tryst; I got _maimed_ by an _alien bounty hunter_. How the _hell_ do I bring that up at dinner?"

Ben purses his lips. "I'm sorry. There's no easy answer to that one, I don't think. But I'll be there with you, whatever and whenever you decide to tell them."

She smirks, and pecks his lips. It's a second long, but the contact still leaves them both pleasantly dazed. "Thank you. For _real_. And hey, who knows? Maybe they'll think we're telling them I'm pregnant, and the whole '_secret alien-themed superheroes_' thing will actually be a relief for them."

Ben guffaws like the dork he truly is. "Maybe a _bit _too optimistic there, Jules."

She winks. "Hey, a girl can dream."

"Speaking of which, let's grab breakfast so we can take a nap, alright?" -he suggests.

"I like the way you think, Tennyson. Lead the way."

* * *

Ben and Julie sit in comfortable silence, the former nursing the last of a three-egg, ham, bacon and swiss cheese omelette, while the latter slowly consumes the sugary milk left over from her _Froot Loops_ by the spoonful. Julie's left leg sits on Ben's lap, he hums the tune of the _Pokémon_ opening, she checks her phone, and it's all _painfully-yet-adorably _domestic. So, Ben and Julie's relationship, in a nutshell.

"So, I've been thinking." -Julie begins, eyes narrowed in thought.

Ben raises an eyebrow. "What about?"

Julie nods at the Watch. "You said that the Omnitrix's creator confirmed our reality is part of an entire _multiverse_, right?"

"Infinite universes with infinite outcomes, yeah." -Ben confirms. "Azmuth calls it the Omniverse, but I think that's a _little_ pretentious."

"But he calls it that way for a _reason_, right? The Omnitrix is some kind of..._universal constant_." -she points out.

"Right. More or less, yeah. There's an endless number of Omnitrix bearers out there." -he says, then smirks. "What, you want your own? I'm _pretty _sure I saw a Julie or two out there with their own version..."

Julie snorts. "Ben, the Omnitrix is an _amazing _artifact, but it _might _as well come with a '_come and take it_' sign, visible from _Andromeda_. No offense, but I wouldn't use that thing in a million years." -she says. "No, my line of thinking was a little more..._esoteric_."

Ben blinks. "Well, _first_, define that word. And second, y'know, just tell me. I didn't judge you for your monster kink, I won't judge you for this."

The brunette rolls her eyes. "Well, funny you should mention that..." -she says, which causes Ben to choke on his omelette a little. "So, bear with me: if your Watch is _technically_ connected to every other version of itself, and _technically_ holds in its memory banks every species from _those_ universes, and, by logical extension, there's dimensions in which, say, the events of the _Alien _films are historical fact...do you think there's a Xenomorph in there?"

The young Tennyson can't help but cackle. If he'd been drinking, he _would've_ done a spit-take "_That's_ what you've been wondering about!?"

"Well _yeah!_ Can you imagine? You could turn into an acid-blooded killing machine with a little mouth _inside _its mouth! Or something from videogames, like...oh, a _Protoss!?_ Just think of the possibilities, Ben!"

Ben still laughs. "I...I _guess_ that makes sense, but _come on_, Julie, I don't think that's how it _actually _works."

Julie shrugs this off. "But what if it _did_? What species from fiction would you like to turn into?"

He ponders this - even though he's, like, 99% sure that's just not...a _thing_ he could ever do. Finally, he comes to a conclusion - and one that makes him smirk, mischievously. "Oh, I know! _Garrus_."

Julie frowns. "Garrus?"

"Yeah, Garrus Vakarian? From _Mass Effect_? He looks really cool, and I _know_ you liked his sultry subharmonics."

His girlfriend blushes like a ripe tomato. "_Oh_..._that_ Garrus."

"There really isn't any other Garrus you could've confused him with, I feel." -Ben teases.

"No, no, it's just been a, uh, _while_ since I played _Mass Effect 2_." -she says, clearing her throat.

Ben narrows his eyes. "_Uh-huh._" -he says, knowing for a fact that she's got, like, half a dozen open fics that feature Garrus and Commander Shepard _going at it_ in some way or another. "Anyway...I'll check with Azmuth whenever he deigns to speak to me again." -he says, snarkily side-eyeing the Watch.

Julie embarrassedly hums, followed by a knock on the door. Ben can see Kevin's rather large outline through the foggy glass of the house's front door, so he yells at him to just come in. He does, followed closely by a miffed looking Gwen.

"_Oof_." -Ben notes, amused. "What'd you do _this_ time, Kevin?"

"Nothing!" -he protests. "I came back into town and went straight to her, I dunno why she's mad."

Gwen scoffs. "Because, _Ethan_, you came back into town, went straight to me, and _have yet to tell me what you did out there_." -she says, fuming. "This is not some kind of _mystery_; I _asked_, and you _refused _to answer."

Ben cringes. Gwen _never _brings up Kevin's middle name unless she's _genuinely _pissed off.

Kevin raises an eyebrow. "What, am I not entitled to a secret or two?"

"_Not_ when you _bolted _and left us one teammate down for an _entire week!_ You _know_ what happened to these two while you were gone." -she says, crossing her arms.

The older teen has the decency to wince and turn to the younger couple. "Oh, yeah. Sorry about your arm, Julie."

Julie shrugs, slightly bemused. "S'alright. I got a better one now." -she says, letting the active camo drop for him to examine.

Kevin whistles. "_Dang_, dude. Kree StarForce grade? _Nice_."

Ben chuckles. "Since _when_ can you tell alien bionics apart at a glance?"

The raven-haired teen smirks furtively. "Last week."

Gwen groans. "Don't _enable_ him, you two!"

Ben shrugs. "Look, I get it, cuz." -he says, staring pointedly at Kevin. "He wasn't around when we needed him most, and he wouldn't answer his phone, like a _dingus_, for a whole _week_. But you _know_ Kevin does this every once in a while, and he _always _comes back. Prying for information isn't helping anybody. _Especially_ since neither of the people who were _actually_ hurt are holding it against him."

"_I_ was hurt, too, y'know." -Gwen says, glumly. "Maybe not _physically_, like you two, but I got front row seats to you two nearly _dying_, and _then _I had to worry about _this_ jackass." -she says, her voice wavering a little. "What if this '_Sixsix'_ had gotten to you, too? We wouldn't even _know_."

Kevin's usual steely gaze softens. He hugs Gwen, who doesn't fight it at all. "_Hey_...I'm sorry. I know, I should be better about these..._retreats_ of mine. I'll tell you what I was doing, alright?" -he says, then takes a deep breath, and releases it as a sigh. "When Max's..._hologram_ spoke to me, it gave me a map of several dozen safehouses he kept to store gear and data we might need. I spent a couple of days checking his place in San Francisco, learning everything I could that might come in handy, and then I went and stayed with Charlie for a couple days." -he explains.

_Ah_, Ben thinks. Kevin's never really talked about his occasional solo outings - not that anyone, not even Max, has ever pressed him on them until now - but this makes total sense; Charlie's an old friend of Kevin's, an easy-going twenty-something with a surprisingly decent workshop, up in Brighton Falls, who originally provided him and Grandpa with parts for the vintage Dodge Challenger they rebuilt together. She's one of those people that Grandpa just..._knew_, for some reason or another, even though she'd never been to Arcadia before befriending Kevin. Ben wouldn't be surprised if she turned out to be an alien in hiding, or something like that.

Charlie visits, maybe once or twice a year, around the holiday season - always hobbling around on that faded yellow, beat-up 60s VW Beetle. Ben's never _quite_ understood how a mechanic as _passionate _about the craft as she is moves around in a car as messed up as that Bug - you'd think she'd _at least_ patch up the bumps and scratches, or switch the eternally busted taillight, but she's either negligent with this one, or the car stays as is for sentimental reasons. Charlie's never really struck Ben as the _sentimental _type, but you never know, with Max's _acquaintances_.

Most of the worry on Gwen's face ebbs away at hearing this. Any friend of Max's is a person to be trusted, in their book. "Oh." -she says, then sighs. "Well, just...don't shut us out next time, alright?"

"Promise I'll try." -Kevin nods, and hugs her. After, he pulls out Max's Plumber's badge, and tosses it at Ben, who fumbles it a bit but ultimately catches it.

"Check it out, Tennyson." -he says. "I unlocked the badge for us."

Ben raises an eyebrow. "I didn't know it was locked to begin with."

The badge hums to life. "The automated proximity warnings, the codex, and Max's message for us were just the surface-level functions of the badge. This thing is _seriously _packed with functions - it's like the sci-fi version of a swiss army knife." -Kevin explains. He nods at Ben. "Press the faceplate, I left a program running for us to try."

Ben does as instructed. "What's it do?"

The badge lights up, displaying a detailed map of, first, their neighborhood, and then the rest of town, progressively expanding until all of Arcadia and the surrounding areas are mapped. "_Non-human bio-rhythms detected_."

They all stare at the badge, eyes wide in surprise. "I, uh...I asked it to find nearby aliens. Maybe help you guys find that bounty hunter you missed." -Kevin says, perplexed, as several red dots light up, all over town. "Wasn't _exactly _expecting to pick anything up immediately, though."

Ben frowns at the glaring points. "Guess it's time to hunt down a bounty hunter, then."

* * *

**I kinda regret not mentioning Charlie - as in, Charlie Watson, from that new Bumblebee movie last year - before in the story. I'm excited to eventually (like, in a rather long time) introduce some Cybertronians into this 'verse! Don't expect almost anything from the Bayverse other than this, though, haha. Charlie was originally going to be Kevin's best friend in high school, but I decided to keep the core group of four, with her as a young adult being an acquaintance of Max's - who may or may not have helped her keep a certain Autobot's existence a secret from interested parties. **

**That's future stuff, though, more meat to the 'verse than a rapidly approaching plot point. The next bit should deal with some of the non-human residents of Arcadia, and perhaps a visit from everyone's favorite, HYDRA-infested shadow-ops organization? Stay tuned!**


	9. The Fast and the Spurious

**Hey there! It's been an _embarrassingly _long amount of time since the last update hit. Never fear, however; I _will_ see this story through. I hope you enjoy!**

* * *

Cruising around on Kevin's ride has been a favorite activity of Ben's ever since Kevin and Grandpa Max got it street legal. It's not just because Arcadia is _tiny_, and often boring - there's really not a lot to do, especially for a teenager; you go grab a bite or you go to the movies, and rinse and repeat until you run out of restaurants and movies - but also because Ben gets to bask a bit in the shared passion between Kevin and his guardian.

It's...been a _while _since they last had the chance to just ride around. Fortunately, Kevin's improved mood via escapade, and the task at hand provide the perfect opportunity.

"There's that sound again." -Kevin notes, narrowing his eyes. "You catch it?"

Ben shakes his head, amused. "I'm _telling_ you, I don't hear anything."

"You just don't have an ear for it." -Kevin shrugs. "When I was on my way back from Charlie's, I accidentally ran a _nasty_ road bump, and there's been a..._rattle_, since. Something probably got loose."

The Omnitrix's bearer tries to listen for the sound again for a minute or two, but comes up empty. "Yeah, I don't hear it."

Kevin shrugs. "Max and I were supposed to replace the gas pump and perform an oil change soon-ish, so I'll just give everything a once-over. See if I can't figure out what broke."

Ben hums, and checks the map for any changes on their quarry's location. The blip hasn't moved since they started looking, so they're closing fast. "Take the next left." -Ben says. "What do you think we'll find?"

"Not sure. Probably not your bounty hunter, though."

"Oh?"

"This 'Sixsix' character has to lay low for a while. If I were him, I probably wouldn't stay put for too long. Maiming Julie when she wasn't his target? _Huge_ no-no in the bounty hunter community. Doing it within Kree jurisdiction is _practically_ a death sentence."

Ben crosses his arms. "Right. Abigail mentioned that."

Kevin nods at the badge Ben is holding. "If you'd read the files on that thing, you'd know for yourself. Max left a _ton_ of useful information on those things. I spent most of my time out of town figuring the Plumber badges out, and they're no joke; it's like a swiss army knife on alien steroids."

Ben stares at the object with newfound interest. "So you've said, yeah. What _else _can it do?"

"Well, besides the alien tracking and massive data storage, it can be used to guarantee safe passage across most civilized star systems, enhance compatible technology, request aid from other Plumbers, bypass most security systems, translate pretty much any language without the need for an implant...the list goes on, but I think you get the point."

He whistles. "So they _definitely_ shouldn't be in the hands of teenagers, huh?"

"_Nope_. But y'know, neither should the Omnitrix, or a military grade alien prosthetic."

Ben chuckles as their tracking dot practically converges on their target's. "We're here." -he says. Kevin drives a little past their target location, parking the car in as surreptitious a location as a vintage muscle car painted black and neon green can possibly achieve. The badge leads them to a rather narrow side alley that seems..._familiar_, for some reason. There's nothing out of the ordinary around, though, not that they can tell.

"How accurate is this?" -Ben asks, frowning, as he studies the three-dimensional map.

"...let's go with _very_. Why?"

Ben looks around for onlookers, and pops up the Omnitrix's dial when he sees none. "Whatever it is, it's _under _us." -he says, and twists the dial until he finds the alien he's looking for.

Big Chill, a moth-like humanoid wrapped, poncho-style, in their own massive wings, materializes with a flash of green, and a gust of frigid air accompanying their whispered moniker. Kevin raises an eyebrow. "The _mothman?_ Why?"

The teen-turned-alien lets their abilities speak for themselves, turning their head and upper torso intangible, and plunging their head straight into the ground. What they find is _shocking_, to say the least.

Beneath the alleyway - and, presumably, the _entire block_ \- is what looks to be a _bunker _of sorts; it's a very large storage area filled with all sorts of tech, both human and alien in origin, the centerpiece of it all being what can only be described as a stereotypical flying saucer. Big Chill resurfaces, and stares at Kevin. "_Alien...basement._" -they say.

Kevin snorts. "Think his mom lives upstairs?"

"_Let's...ask._"

Big Chill phases into the building at his right, above which the likely entrance to the underground section was located, and quickly regrets it: they _know_ this place. Had a job interview in this tiny, cramped electronics store.

Ben's boss, Stuart, stares in shock at their translucent form. Big Chill immediately raises their arms, in order to pose as little a threat as possible, but Kevin _kinda _ruins the effect when he barrels into the store, metal skin and fists ready for a fight.

"_Stuart?_" -Kevin wonders, suddenly baffled.

"_K-Kevin!?_" -Stuart chokes out, seemingly terrified. He glances back and forth between the teenaged Enhanced and the Necrofriggian, growing increasingly pale, before he reaches into his robe's left pocket, pulls out a couple tiny, black pellets, and throws them at the ground, yelling: "_Smokescreen!_"

The resulting detonation generates less of a smokescreen, and more of an explosion of _instant darkness_, which immediately fills the room and leaves the teens blind. Kevin tries to lunge for the presumably alien fugitive - though why the badge thought he was underground is a mystery - but only succeeds in slamming into a shelf filled to the brim with vintage electronics. Big Chill, whose enhanced vision allows them to more or less see Stuart fleeing through the back of the store, extends their massive wings and blasts everything around them with a small gust of frigid wind, swiftly getting rid of the strange black powder permeating the room.

Kevin rises, already pissed off. "I'll get the car."

Big Chill's mouth doesn't allow for a smirk, but they still get the attitude across. "_You...do that._"

The Necrofriggian phases through the ceiling of the store, wincing at the harsh, summer sunlight. They instinctively know that their species is _much _more comfortable in the near-endless void of deep space, lit only by distant stars and galaxies. Still, Big Chill manages to track Stuart's path - he's already gunning it down the street, bystanders looking befuddled at the sight of Arcadia's most famous - and, uh, _only _\- food truck speeding down 12th street like it's in a _Fast and the Furious_ movie.

Big Chill turns intangible again, and follows the vehicle at a considerable distance and height, trying their best not to be seen by the populace below. They also spot Kevin's car, lagging quite a bit behind. Stuart seems to be headed out of town, which is fine by them, but their mad scramble causes a major issue, soon enough - Arcadia's finest have taken notice, and they're starting a chase.

Deciding human intervention is the _last _thing this situation needs, Big Chill dives in and takes on the cop cars. They fly alongside the closest one, and breathe frost onto the pavement just ahead of the vehicle, causing the surprised driver to instantly spin out of the road. Big Chill then zooms towards the next squad car, and dives _through the engine_, which instantly freezes and breaks down, leaving the now powerless car broken down by the side of the road.

There's only one police cruiser left - Arcadia's police force isn't _exactly_ the best equipped in the nation - but the cops in this one decide to stop and assist their defeated compatriots, so Big Chill focuses instead on Stuart's burrito truck. Their boss is already out of Arcadia's urban area, and headed southeast, towards the desert. Fortunately for the Omnitrix-bound warriors, Stuart is _also_ headed _right_ towards the scrapyard, and thus, Max and Kevin's home. Kevin must be thinking the same thing, because he _guns it_, quickly catching up to the truck, speeding alongside it down the road. Big Chill waits a couple beats for the moment to strike, and then _dives_ again, this time phasing through the passenger door, grabbing Stuart - whom, justifiably, _yelps _in surprise - and then phasing them both through the driver's door, before depositing the terrified man into the back of Kevin's Challenger.

Big Chill then proceeds to phase back into the runaway truck, wings folding back into poncho-like wrappings, and takes the wheel, pulling up behind Kevin's ride, and towards their...hideout? Base of operations? Either or.

Neither the teenaged human nor the Necrofriggian they became know how to drive a stick shift, but they figure momentum and a steady, clawed foot on the gas is enough to get the truck to the scrapyard in one piece. It takes a minute, but they eventually find the dirt pathway to the small, mostly empty cul-de-sac Grandpa Max's home is located at. Big Chill tries to break, but they hardly know what a clutch even _is_, so the vehicle dies on them, almost immediately. The truck overshoots by _quite _a bit, forcing them to brusquely climb the sidewalk and maneuver down the path to the Rust Bucket but Ben, having swapped back to human form, is still _pretty _satisfied with his piloting skills.

Kevin, obviously, beat him there. Ben dashes into the house, only to find Kevin menacingly standing before a quivering Stuart, sat at Max's favorite sofa. The mexican-american man with the oddly british accent glances at Ben, and tries to rise, but Kevin easily pushes him back down.

"Ben! _Please_, talk some sense into your mate for me, eh?" -he nervously says, but then he spots the reddened Omnitrix on Ben's wrist, and stops. Ben can almost see the gears in his head turning as he figures his secret out.

And then, he giggles. As in genuine, joyful, _uncontrollable_ laughter, making Kevin and Ben stare at each other in confusion. "Seklos and _Gaylen_, it's _you!_ Of _course _it'd be you!" -he says, amused. "'Novelty watch', my beautifully sculpted, artificially generated _arse_."

"_Explain_, bathrobe man." -Kevin gruffly demands.

"Well, that there is the Omnitrix, innit? And you, my poorly recompensed retail employee, are its Bearer!" -he asks Ben. "To _think_, I thought you lot were _bounty hunters!_ A Necrofriggian and a bloody _Osmosian_, or...whatever you are, I guess?" -he gestures at Kevin.

Ben frowns. "Stuart, you _know_ Kevin."

The man chortles. "_Clearly_, not as well as I thought, eh?"

Ben shakes his head. "You are taking this _remarkably_ well."

"Oh, this is a bloody _relief_, Benji." -he confesses. "I've been tracking some rather _worrying_ alien biorhythms in town lately - was just about ready to pack up and bounce back to Mexico - but it's been you all along, trying out those neat new shape-shifting abilities of yours! Now I know not to worry."

The teen winces. "_Yeah_...about _that_…"

Stuart falters. "...w-what is it?"

Kevin crosses his arms. "It's not just _Ben_, Stuart. There _are_ bounty hunters in town."

"But they're after _me_, not _you_." -Ben clarifies, seeing his boss become agitated again. "We were trying to track them, but ran into _you_, instead."

"Which _means _you're secretly an _alien_." -Kevin says, pulling out the Plumber badge and holding it towards Stuart. Predictably, the badge beeps and warns of the alien presence.

Stuart chuckles nervously. "Eh..._surprise?_"

Ben pinches the bridge of his nose. Kevin groans, utterly annoyed. And, all the way on the _other _side of Arcadia, near a particularly _ominous _bridge and canal, a newly minted cyborg and an Anodite-human hybrid start their _own_ chase - as their respective Plumber badges lead them to a certain Sotoraggian bounty hunter.

* * *

**I _love_ Big Chill. It's far and away my favorite alien from the Alien Force era, so they became part of Ben's initial 10 aliens. Here's the little blurb I have on them:**

Big Chill:

_The Omnitrix's sample of a Necrofriggian, a species thought to come from the intergalactic void. Big Chill is a highly versatile transformation; they can fly, become intangible, as well as emit bursts of incredibly frigid pressurized gas from their mouth and create ice crystals from their hands. Like most of Ben's alien forms, Big Chill is very strong and durable. Their flight is relatively slow, however, and they're generally somewhat passive in combat, rarely going blow for blow with their enemies. They also have a strange knack for snacking on steel._

**Gosh, I'm glad I finally got to the more crossover-y bits of this crossover. It's only gonna get wilder from here, friends, so I hope you tune in! And yes, for the people who want more Marvel content in this fic, it's super close!**

**As always, thank you for your attention! Make sure to comment or message me if you have any questions about this story. Look me up on Twitter as Darthkvzn or Tumblr as darthkvznblogs if you'd like - and on Ko-fi, as Darthkvzn, if you like what I do and have a coffee's worth of money to spare. No worries if not!**

**Until next time!**


	10. The City Under the Town, pt 1

**Sorry guys! This chapter kinda kicked my butt. **

**I think I mentioned it before, but if I haven't, this is the chapter that really brings in the Tales of Arcadia (specifically, Trollhunters) elements to the forefront. We have trolls, people. While this'll be more of an extended sidequest, this fic's sequel will have us spending a much more significant amount of time in Trollmarket. I hope you enjoy this introduction!**

* * *

There's always been _something_ about the canal that's drawn Gwen's attention. It's not just her, of course - back in the sixties and seventies, it was _the_ hangout spot for the town's ne'er-do-wells. Hippies and other such like-minded people would gather in the ever-dry canal and sing, dance, and _substance_ themselves into the night, none too worried about being disrupted by the local authorities - even though the main bridge is smack-dab in the middle of Arcadia, the town is so spread out and unpopulated that they really didn't bother anyone. Ever since the eighties, though, the local teens have been conditioned to avoid the canal like the plague.

Gwen's never really bought it, but the urban legend goes that, upon arrival for one of their weekly hangouts, a few local teens found a truly _grisly_ scene, wholly uncharacteristic of the quaint little town, right under the bridge - a half dozen cadavers, each the size of a large raccoon, of some kind of non-human, possibly _alien_ species, all splattered by what looked like massive feet. The teens, naturally, ran for the hills in terror, but when law enforcement arrived to check the scene out, they found absolutely no evidence of the strange bodies panickedly described to them. The empty crime scene was, in fact, _too_ empty, as if it'd been cleaned by some kind of professional crew.

It's the kind of thing that only the most obscure of cryptid subreddits discuss, and something that's been outright dismissed as a hoax by local authorities and the city historian. Still, Gwen can't deny there's something..._foreboding_ about the canal. Always has been.

Not that she's got more than a couple of seconds to think about it, at the moment, fighting an alien bounty hunter and all.

The redhead is extremely glad that Arcadia's population is so spread out, because, even though her eyes shine magenta and Julie's Kree StarForce outfit provides her with a sort of domino mask, it wouldn't take much for anyone drawn to the battle to put a name to their faces. The bounty hunter seems to have little interest in keeping a low profile, as laser blasts rain down upon her improvised barrier, protecting both Julie and herself. Sixsix leisurely hangs from the bridge's thick, metal supports, seemingly toying with them - likely thinking himself in no danger, with the Omnitrix's Bearer nowhere around to join the fray. Julie's frustrated, unable to fire back; Gwen _gets _it, of course, the bastard cut off her arm, but with someone this dangerous, it pays to be patient.

"**Uba wul b'wis tah levas je solo, femas…**" -the alien purrs. "**Jee'm chuba moolee-rah tah **_**killee**_ **uba...yetta.**"

"You _do_ understand we have no clue what you're saying, right?" -Gwen grunts, struggling to hold back the hail of blasterfire they're under.

Sixsix chuckles derisively. A small rocket pops up over his right shoulder, aimed right at her. Gwen grits her teeth; her barrier is already weak, so there's little chance it'll take a rocket blast, no matter how tiny. Thinking quickly, she pushes the shield wall _towards _Sixsix, just as he fires, the resulting explosion forcing him to dive away as much as it knocks Julie and her back. The bounty hunter manages to stabilize himself via his armor's thrusters, but he's still left wide open. Gwen forms a bolt of pure, magical energy and launches it, hoping to strike the hunter's midsection. Just before it does, however, Sixsix pulls out the wrist blade he used to maim Julie, and _slices the bolt in twain_. The attack, instead, ends up taking out two sizable chunks of concrete at either side of the alien invader.

Julie pulls her small Kree blaster and shoots - surprisingly accurately, if Gwen's honest - but Sixsix is unfazed, letting his armor take the hits. Nary a scorch mark is left as evidence of the bolts. "**So ta **_**Kree'r**_ **piik'e ladit, hah?**" -Sixsix says, examining the spots he was hit at. "**Elwi desi tah killee **_**n'Accuser**_…"

Gwen's getting the sense that Sixsix doesn't really _mind_ having broken bounty hunting rules.

The nascent Anodite has an idea, but she needs the alien distracted; Gwen looks at Julie, who seems to be evaluating what in her arsenal can bring the extrasolar monster down.

"Can you keep him busy?" -Gwen mutters. Julie narrows her eyes, but nods. Her cybernetic arm points at the alien, and her hand _launches_ forward, grabbing onto the bridge's supports and pulling her towards Sixsix. If the alien's surprised, he doesn't show it, simply diving to his right and pulling his blasters on Julie, but the brunette is prepared, having used the Kree gauntlet affixed to her left wrist to pull up a chunk of loose concrete, and have it crash against Sixsix's side. The bounty hunter grunts in obvious pain and surprise, but quickly recovers, shooting back at Julie, who's already hidden behind the thick steel supports.

Sixsix glides towards Gwen in order to get a better angle, which puts him right in range of her attack - she surrounds herself in violet energy and sends a trio of tendrils that quickly ensnare the hunter's legs and arms. Gwen pulls Sixsix towards her, commanding another of her energy tentacles to wrap around his neck - she doesn't want to _kill_ him, but choking him unconscious would do _just _fine.

Of course, Sixsix doesn't particularly care for her brand of bondage. "**Big mistake, female…**" -he teases, in clear but heavily accented english, likely translated on the fly, given the voice sounds stilted and robotic, quite different from his normal alien speech. "**You should have gone for the **_**kill**_**.**"

"I'm not a murderer." -Gwen says, scowling.

"**A shame. You might've **_**lived longer**_**.**"

Sixsix's wrist blade sprouts into existence, and swiftly plunges into her abdomen. Julie yells out, terrified that Gwen's been mortally wounded, but the redhead's bet has paid off; any normal human would be one foot in the grave, but the Anodite merely smirks, looking at the broken energy blade, and the unbreakable alien skin under the fragile, burned off human facade.

Gwen throws the gobsmacked alien towards Julie, who promptly decks him with her bionic arm. Sixsix tries to rise, but falls back down, seemingly unconscious. Julie approaches Gwen, shaking her head in disbelief.

"What?" -Gwen asks, defensively.

"Did you even _know _Anodites were immune to energy swords?"

"I..._figured_ I was." -she shrugs. "I stabbed myself in the shoulder after the drone burned off my skin and didn't feel anything, so I, uh..._extrapolated_."

Julie sighs. "Well, you're a _Tennyson_, alright." -she says. The brunette nods at her newly exposed glowing, purple midriff. "You _realize _you've just sentenced yourself to a summer without pool parties, right?"

Gwen sighs. "A summer without _bikinis_, more like. And I'd _just_ bought a cute new black one, too."

"_Uh-huh_." -she mutters. "Warn me next time, alright? I thought you'd gotten skewered."

Gwen bristles, internally, indignant at the thought of Julie berating her for such a reckless move - something she's _extremely_ guilty of, evidenced by her alien prosthetic. Of course, the _rational_ part of Gwen's brain realizes that this is _precisely_ the reason Julie is so worried. "I...yeah, sorry." -she manages. "Promise it won't happen again."

Julie nods at the unconscious lifeform ahead of them. "What do we do with this guy?"

"Same thing we did with Krabb, I guess; let the Accuser and her people clean things up, take him into custody." -she says.

Sixsix laughs, suddenly rising, no worse for wear. "**So, Earth's Accuser has thrown her lot in with you **_**primitives**_**, has she?**" -he surmises, uncaring of the fact that the teenagers have assumed a battle stance. "**I wonder how much their **_**oversized brain of a leader**_ **will pay if I bring it Hala's traitorous head...between this and the Omnitrix, I'll walk away from this mudball **_**rich **_**beyond **_**belief**_**.**"

"You sounded _much _more intimidating when we couldn't understand you." -Julie says, sarcastic.

"**And **_**you **_**stood **_**much **_**greater chances of surviving into adulthood before you chose to fight **_**me**_**.**"

Julie rolls her eyes. "_Dude_, you're not a _supervillain_. You're a bounty hunter, and a _shitty_ one, at that - can't even play by the _very simple rules_ of your trade." -she says, waving her prosthetic. "This? I asked Hala what the consequences of you cutting my arm off would be. You harmed an innocent noncombatant. You used advanced weaponry against a so-called '_primitive target'_. You'll be fending off _other_ bounty hunters your whole life."

Sixsix hums derisively. "**That's the problem with you **_**heroic types**_**; you are always **_**so naive**_**. Terra is an **_**insignificant wasteland**_ **the galaxy pays little mind to. The Guild won't care about a **_**dead ape**_ **or two - not when I bring in** _**the largest bounty **_**in galactic history.**"

There's no getting around it; the bounty hunter has his mind set on his prize, and no amount of talking will convince him otherwise. Even _if_ he's bluffing about the Guild not caring about their deaths, the fact remains that Sixsix is determined to capture Ben, and he _will_ go through them to do so. Gwen sighs, resigned - it's time to pull out all the stops.

Gwen's eyes blaze violet as she unleashes more of her power than she ever has, creating a dome around Sixsix which, centered around him, intersects into the bridge's lower supports and the slanted concrete wall of the canal under it. Sixsix immediately blasts at the barrier, but the construct holds steady. The alien uses everything in his arsenal - blasters, missiles, even a _flamethrower_ \- but the dome doesn't budge.

"What are you doing?" -Julie asks, confused.

"Holding him in place." -she grits out, trying her best to concentrate. "Can you contact Hala? Have her people come as soon as possible?"

Julie nods. She brings up some kind of interface on her right forearm, but before she can contact the Kree blockade, something _entirely_ unexpected happens; the concrete behind Sixsix breaks, and then gets sucked into some kind of blue vortex, forming some kind of tunnel that two figures - two _humans_ \- pass through. There's something..._familiar_ about them, but Gwen doesn't get the chance to figure out who they are, as Sixsix immediately seizes the opportunity and jets _into_ the passage, forcing the newcomers to dive to either side to avoid being crashed into.

Gwen drops the dome as the wall seals back up, the bounty hunter having successfully escaped her grasp. Julie runs towards the duo, and Gwen jogs behind her. As she does, she recognizes them - not by name, but because they're _former classmates_, two years her and Kevin's senior, already done with high school, presumably in college. The young woman - a thin, athletic latina with dark brown hair and maroon, almost crimson eyes - used to be the star of Arcadia Oaks High's drama club, while the young man, a tall, heavyset, green-eyed ginger with a barrel-like torso and thick, muscley arms and legs, is the former school mascot's boyfriend. They seem _surprised_, to be sure, but not all that _bothered_ by the fact that they just experienced a close encounter of the third kind.

"Oh gosh, are you guys ok?" -she asks, offering the older teen a hand. The brunette takes it and rises, nodding and turning back towards the place where the wall sealed up.

"What _was_ that?" -the young man asks. "I've never seen anything _like_ it."

There's little sense in fudging the truth, _especially _when these guys seem like they have a secret life of their own. "That may or may not have been an _alien bounty hunter_." -she says. "Do you know where he went?"

The teens share a _look_. "...we _might_." -the girl says. "Is this..._alien_ dangerous?"

"_Very_." -Julie says, unconsciously flexing her robotic fist.

"We can take him, though." -Gwen reassures them.

The girl purses her lips. "...okay. We can take you. I'm Claire, by the way. Claire Nuñez."

"Toby Domzalski." -the ginger supplies.

"But you _have_ to promise to keep this place a secret." -Claire warns. "Innocent people live down there, the kind who'd be hunted down if they were discovered by the wrong people."

Julie and Gwen share a worried look, but ultimately nod. "_Okay_." -Claire says, clearly nervous. "Toby, the Horngazel."

"Right, right. _Oof_, Vendel's going to _kill us,_ isn't he?" -he wonders aloud, and fishes a strange, amber-like crystal affixed to a stubby little hilt, like a tiny blunt sword, out of his messenger bag. He kneels down by the floor of the canal and begins drawing a wide arc into the slanted wall with the crystal, which leaves behind a glowing white line that Gwen can _feel_ is of a magical nature. Once the portal is fully drawn, Toby taps the wall with his fist, and the concrete crumbles into the same void as before, creating the passage Sixsix escaped through.

Claire steps through and looks back. "Just...stay close and don't look anyone in the eye, alright? They're not _exactly _used to humans."

Gwen freezes, an involuntary shiver running through her spine. Even with all she's been through, in the past few weeks, with all she's become aware of, the perspective brought on by discovering humanity is not just not alone in the stars, but hopelessly, _hilariously_ outmatched by the galaxy at large, something in Claire's words gives her a serious case of goosebumps.

Just _what_ is living under her sleepy little hometown?

* * *

It takes only 7.2 seconds for XLR8 to transform at Grandpa Max's house, go to Stuart Electronics, search for the device his boss asked him to bring back, and return.

"_Bloody hell,_ Benji! Now _that's _a Kineceleran for ya." -Stuart says, taking the discus-shaped silver and green machine from XLR8's clawed hands. He rises from the sofa as Ben sheds the transformation, crossing his arms. "Now stand back, boys - my _magical girl_ transformation may not be _quite _as _fancy _as the Omnitrix's, but it's still a _bit _of a shock to the senses."

He places the disc over his head, which hovers in place the same way Goop's gravity projector does. It creates a series of lit hoops around Stuart's form, which glows a sickly yellowish green for a second before reshaping itself into a _definitively_ less humanoid one. When the glow subsides, Stuart now has a large, pear-shaped head, drooping, goat-like ears at either side of it, with a slightly elongated snout, slit-shaped, nearly vertical nostrils, and four eyes - two in the middle of his face and another pair near his forehead - with narrow, purple pupils and golden sclera. His torso and legs are much more humanoid, except for the fact that there's little to no muscle definition, the hoof-like feet, and missing a digit on each hand. Bioluminescent green lines form fascinating patterns all over his strangely _gelatinous_ body, mostly centered around his shoulders, arms, and forehead.

"Ta-da!" -Stuart says. "Stuart of Durio, at your service."

"Are you seriously telling me _Stuart_ is your alien name, too?" -Kevin asks, unimpressed.

The Durian, wrings his head, nervously. "_Er,_ no, not quite. _Tiu'ars_ is the name my _mum _gave me, but that wouldn't exactly _fly_ here, now would it? No one's called me by any other name than Stuart for the better part of a _century,_ though, so I rather prefer it. I may not _look _like one, but I'm an Earthling, too."

"You were born here?" -Ben asks, raising an eyebrow.

"Not at all, no. But I've lived on Earth for most of my life - been about sixty years or so since I crashed-landed here?" -Stuart recalls. "My ship was shot down by some overzealous Kree warlord in orbit - I only meant to lie low here for a _mekron_ or two, was maybe _running away_ from a rather _ravenous _ex-girlfriend, never knew Earth was inside a bloody _Exclusion Zone_. Should've been the end of your ol' pal Stuart, but the Kree never sent a crew to, er..._clean up_. Must've figured I'd died on impact."

"Where'd you crash?" -Kevin asks.

"Nevada! Somewhere in the Mojave, I reckon. Passed out for a _delson _or two, woke up to some _lovely buzzards_ hungrily staring at my multi-eyed mug." -he recalls. "Bit of a rude welcoming, not gonna lie, but I managed to survive long enough to make some repairs and figure I'd let things cool off, mingle amongst the locals. I can hardly believe I'm coming up on three quarters of a century here! Time _flies_ when you're wandering the primitive world you're stuck on, really."

Ben narrows his eyes. "Not exactly helping your case, here."

Stuart rubs the back of his head. "Did I say _primitive?_ I meant _vintage,_ honest! Most folk in the galaxy think of Earth as little more than a backwards little _mudball,_ but that's because so few have ever bothered to visit! Earth is _full _of charms! Sure, the atmosphere is twenty-one percent _literal poison,_ and humans are rather stuck in the _hydrocarbon era,_ but you Terrans are such a fun bunch! I've spent _decades_ flitting about, going from continent to continent, working the first job I find wherever I picked to settle for a bit. Arcadia's been my latest stop, and I have to say, it might be the last one. Such a charming little town!"

Ben smirks, despite himself. "I'm pretty sure most of the town's teenagers would disagree."

"Oh, they just don't know what they're missing, Benji! _Lots _more to this town than you'd assume, promise. You're a prime example, eh? I'd have never even _imagined_ the Omnitrix to _actually exist, _let alone have chosen a _human _as a Bearer - and from Arcadia, no less!"

The Omnitrix's chosen frowns. "What do you mean?"

"Before Max took it up, the Omnitrix was just another legend." -Kevin chimes in. "It'd been lost for thousands of years, so people just assumed it was some kind of ancient fable."

"Can confirm, as a former _galactic history buff._" -Stuart says. "The last recorded mention of the Omnitrix before your grandfather found it - and I'd _love _to hear all about _that_ \- dates back over five thousand _keltons._"

"Years." -Kevin clarifies.

"_Right_." -Ben says. "So _that's_ why you didn't recognize it a couple weeks ago."

Stuart nods. "I thought the hourglass symbol seemed _familiar,_ I just couldn't have placed it. You realize how it sounds to a regular bloke, yeah? This borderline _magical artifact_ that allows you to take on the form of any and all sentient creatures? Even being perfectly content with my gelatinous lot in life, I wouldn't mind walking in the _massive _shoes of a To'kustar for a day or two."

"I get it." -Ben says. "We've been fighting bounty hunters and giant drones ever since I put this thing on."

The Durian tilts his head in confusion. "The bounty hunters I get, but..._giant drones?_ Who's sending those?"

"I don't know." -Ben says, frustrated. "They're getting closer and closer to town. We can take them down, but when they land in Arcadia - and they _will_ \- people will get hurt."

Kevin sighs. "I know who's sending them, Ben. Figured it out while I was out of town."

Ben gives him an incredulous look. "Well, why the _heck_ didn't you say so before? We could've told Abigail and Hala, maybe even taken them down at the source!"

"Ben, they _know._ They _have_ to, he's not some kind of unknown figure - he was Max's _nemesis _back in his day. They probably haven't told you because _they_ don't even know how to handle this."

"Just _spit it out,_ Kevin."

The raven haired teen pulls out the Plumber's badge. It projects a somewhat familiar image - a very similar looking alien to Myaxx, Azmuth's doomed assistant. "His name is Vilgax." -Kevin says. "He was - _is_ \- an interstellar warlord and conqueror. He should be dead, but...apparently, he survived his final battle with Max."

The green in Stuart's skin pales to a light, minty hue. "Oh, dear. _Not good._"

Ben thinks back to how easily Myaxx was taken down by Tetrax Shard. "What's so special about him?"

"Benji, this is a man who's faced the _Mad Titan_ \- the _genocidal maniac_ behind the Chitauri invasion that the Avengers could _barely _fight off - and _survived._ No one else in the _entire galaxy _can claim that." -Stuart says.

"Stuart's right." -Kevin says. "Vilgax is so dangerous that both the Kree and Nova Empires refused to go to war with him, even at the expense of some of their fringe colonies - and we're talking about factions that'll either _bomb_ or _buy_ you out of your home planet, if it means they can expand a light year or two."

"All the more reason for me to know about it." -he says, shaking his head. "How am I supposed to _beat _this guy if I don't even know his _name?_"

"That's just the thing, Ben." -Kevin says, wincing. "I don't know that Vilgax _can_ be defeated."

* * *

Gwen's always had _weird_ dreams. It comes with her magic, she knows, but they're always so nonsensical and inconsequential, that she rarely ever attempts to figure out what they mean.

She _probably_ should've tried a bit harder, though, because this _isn't_ the first time she's seen the cyan crystal path they're heading down on.

"Just how far down are we going?" -Julie asks, dubious. "My ears have popped _twice_ already."

"Well we _are_ about three hundred feet underground." -Claire says. "But don't worry, we're almost there."

"Two hundred and forty steps, each about twice as tall as normal human ones. Hope you guys didn't skip leg day." -Toby chuckles. "You get used to it, though."

Claire wasn't bluffing; a couple dozen more steps and they reach the end of the crystal staircase, which leads into a short tunnel, in turn opening into a _massive _cavern, the likes of which she - and, in all likelihood, the rest of _humankind _\- has never seen before.

"Welcome to Heartstone Trollmarket." -Claire says knowingly, _smugly._

Heartstone Trollmarket extends before them, a grand cityscape built along the walls of a vast chasm surrounding an enormous amber crystal, easily over ten stories tall. It pulses with magical energy, and so does the multicolored assortment of smaller crystals and, oddly enough, _neon signs _that adorns the entire city, like lights in the night. Stone bridges crisscross from side to side of the chasm's walls, connecting the various sections of Trollmarket, and the heady, almost _overpowering _scent of pure, free-flowing magic - like sulfur dipped in caramel, spiced with ozone and a hint of _mint _\- permeating the whole place like breeze does at the beach.

"I'm...guessing those are the _trolls,_ huh?" -Gwen meekly says, watching as the city's residents mill about.

There's _so many_ of them, and in so many different shapes and sizes; massive ones, easily clearing ten feet and covered in fur-like moss, and also others who'd barely reach her knees, with massive, googly eyes and stubby paws, hopping from place to place like they're stony frogs. There's winged ones, spiky ones, bejeweled ones, even some covered in tattoo-like ridges filled in with what appears to be _lava. _

"You don't seem all that surprised." -Claire notes, glancing at her glowing midsection. Julie, on the other hand, takes it all in wide-eyed and slack-jawed.

She's read about trolls in the books Grandpa Max gave her years ago, but...well, they never seemed quite _real, _not in the way spells and hexes - magic she could, at least _sometimes,_ perform and know to be true. It's hard for her, even though she was born part human, part _magical alien,_ to believe in what she can't see with her own eyes. "This...isn't _quite _my first magical rodeo." -she says, finding her voice. "Still...this is..._wow._"

"It's _definitely_ wow." -Toby says. "At least you aren't running off and scaring the trolls like Claire did, the first time she came here."

Claire rolls her eyes. "_Listen,_ I did a _lot_ of prep. I just wanted to see everything I'd read about, y'know?"

"How long have you known about this place?" -Gwen asks.

"Hmm...about three years, now?" -Claire recalls. "Since the tail end of our junior year."

"How the _hell_ has this been under Arcadia the whole time!?" -Julie demands. "There's _thousands_ of them!"

Toby winces. "Trolls can't go out in the sun - they turn to stone, which is trollish for _dying._ And even at night, it's kind of a _no-no, _so they mostly keep to Trollmarket and travel to other cities underground."

"But it's not like there hasn't been _any _contact with the people upstairs." -Claire says. "The weird earthquakes, three years ago? They weren't earthquakes at all, but rather some evil trolls fighting the Trollhunters."

"Plus, even when people _do_ see goblins, trolls, and so on, they just believe they're something normal and _rational,_ like raccoons and bears. Human brains are kinda weird that way." -Toby says.

"What's a _Trollhunter?_" -Julie asks, raising an eyebrow.

Claire falters a moment before answering. "Us." -she says. "Toby and I, and a few others. I know the name sounds a _bit_ like we're some kind of..._troll _predator, but our job is to protect Trollkind from humanity and vice versa."

"_Probably _not something _teenagers_ should be in charge of, but you probably understand better than most." -Toby says. "You're some kind of..._alien force,_ I'm guessing?"

"It's..._complicated._" -Gwen says, as they pass the threshold into the city proper. Tiny, living _garden gnomes_ chitter about her feet, while the various kinds of trolls themselves leer at her and gossip with each other, not quite _hostile _but _definitely _wary of their presence. "My cousin Ben inherited an extraterrestrial device from our grandfather that lets him turn into one of ten sapient alien species, each with their own set of unique abilities."

"_Awesome-sauce!_" -Toby gasps. "It's like he's ten superheroes in one!"

Julie grins, despite her initial shock at her magical surroundings. "My boyfriend's cool like that." -she says. "And it's not just him; I've got an alien-made bionic arm, our friend Kevin can turn into any substance he touches, and Gwen's got _alien magic powers._"

"Is _that _why your stomach's glowing?" -Claire asks the redhead. "I don't mean to pry, but I'm getting some _definite_ magic vibes from your, uh, _purple abs._"

"My grandma's an alien." -Gwen shrugs. "Like I said: _complicated._"

Claire hums. "But what kind of spells can you cast? Everyone specializes in _some_ kind of magic."

"What's your thing?" -Julie asks.

The latina pulls out a palm-sized, ivory-colored cylinder from her purse. "I'm a practitioner of shadow magic." -she says, slightly smug. The cylinder extends from both ends into a gnarled, bone-like spear or staff, which becomes infused with _darkness _until the material it's made from resembles carved obsidian. "I can create portals to any place in the world, create shade to protect trolls from sunlight...even turn _myself_ into a shadow."

"And I have this!" -Toby says, pulling out a metal rod that extends and manifests a crystal-like mace on its far end. The crystal becomes wreathed in some kind of magical flame, because of _course_ it does. "Warhammer and the Shadowdancer, at your service."

Claire rolls her eyes. "Just _Claire_ is fine." -she says, long-suffering, in a way that tells Gwen that she's not all that fond of her superhero name.

"Yeah, I can't do any of those things." -Gwen says. "My magic is kinda..._wonky._ I can make constructs - shields, tendrils, even things like swords and projectiles - but out of every ten spells I try to cast, maybe _half_ of them really work. I'm not an _expert,_ or anything, but even with all my practicing, there's some magic that just doesn't work for me."

"That _is_ weird." -Claire notes. "Magic is _difficult _for humans at the best of times, which is why it's recommended that you specialize in a particular branch of sorcery you're better attuned to, but with enough practice…? You _should_ be able to get it, eventually."

Gwen purses her lips. "Maybe I'm just too young."

"That could _certainly _be a factor." -Claire nods. "But still...maybe your alien side is messing with your ability to spellcast?"

The redhead frowns. "What do you mean?"

"Well, I've read about something like this before." -Claire says. "A human mage that tried and failed to use the kind of magic reserved for those with divine blood - demigods and the like, y'know? It's like...crossing wires that aren't meant to be crossed."

Gwen crosses her arms. "But...I'm able to use both my Anodite magic and _some _spells I've learned. Shouldn't I be limited to one kind of magic, in that case?"

"Maybe the fact that you're half human lets you cast _some_ human magic." -Toby says.

"It's just a theory, though." -Claire says. "Maybe Vendel can help you discover what the problem is - and he'll _definitely_ know where to find your alien bounty hunter."

* * *

**As always, thank you for your attention! Make sure to comment or message me if you have any questions about this story. Look me up on Twitter as Darthkvzn or Tumblr as darthkvznblogs if you'd like - and on Ko-fi, as Darthkvzn, if you like what I do and have a coffee's worth of money to spare.**

**New alien means a new entry! Here's XLR8's description:**  
**XLR8: The Omnitrix's sample of a Kineceleran, from the planet Kinet. XLR8 is a strange, raptor-like life form, devoid of a face or facial features, his head encased in an extremely resistant - and somehow, naturally occurring - metallic casing resembling a helmet. This feature protects his enhanced brain, an evolutionary trait needed by a species that moves faster than thought, and thinks faster than light. Ben's Kineceleran form is not very strong, relatively speaking, but his inability to be affected by friction means his speed is, at least potentially, unlimited.**


	11. The City Under the Town, pt 2

**This should've been a much longer chapter, but it's honestly been hell to write it, hahaha. So, I apologize, but I'm at least putting this out and taking a little break from this story - probably not even longer than it already took me to write this chapter, hopefully?**

* * *

"Through here." -Claire says, leading them into a smaller cavern that connects with the base of the massive crystal at Trollmarket's heart - presumably, the Heartstone it is named for. Inside, it's almost hard to breathe; the magic is so intensely present, emanating from the crystal ahead, that Gwen can almost pluck the arcane energies out of the air without even trying.

The interior is equal parts forge, workshop, and apothecary; there's a sizable stone forge, blazing with heat, shelves filled with all sorts of herbs, gemstones, and multicolored fluids, as well as a cauldron, next to a whetstone and several workbenches upon which masonry and stone-cutting equipment is strewn about. There's two Trolls already inside; one, the largest, a limestone colored Troll sporting goat-like horns at either side of their head, eyes nearly white with evident age, and a shorter one, cobalt-skinned and..._oddly_ proportioned - their head seemingly abnormally large and unwieldy, and sporting three pairs of eyes, complimented by a second pair of arms just above their hips. The pair seems to be in the middle of some kind of heated argument.

"Need I remind you what happened the _last _time Trollmarket suffered such an intrusion?" -the short, blue one says. "We lost friends! We lost _family! _We _must _discover the whereabouts of this extraterrestrial interloper at once!"

"I am _well aware_ of the _lasting effects_ of Angor Rot's _visit, Blinkous _\- as _you _should be, of the magical properties of Trollmarket's reinforced wards. No ill-intending outsider may enter our domain, not even with a Horngazel - and though our Trollhunters allowed this _creature _to slip into one of the entry tunnels, the wards would have still detained him outside the city if he intended us harm." -the elder Troll dictates. "Until such a time as he demonstrates a will to harm our citizens, the _bounty hunter_ is - yes, _much _to my chagrin - welcome to stay. Such are our laws and customs."

Gwen raises an eyebrow at Claire, who shrugs. "I let them in on the whole thing on the way down."

The Trolls turn toward them, not at all surprised to see them. "Trollhunters." -the one Gwen assumes to be Vendel says, tilting his head in deference. "And...more _guests,_ I see."

"Julie and Gwen." -Claire says, gesturing at each of them. "They were fighting the bounty hunter under the bridge - cornered him right against the exit wall, _just_ in time for us to open the way."

"How..._fortuitous._" -Vendel says, narrowing his eyes at the newcomers. "Of course, I bid you welcome to our Trollmarket, humans. It is _exceedingly _rare for one of your kind to visit our realm, but I understand that there are..._extenuating_ circumstances at play."

"Thank you." -Gwen says. "We, uh...promise to keep this place a secret."

"The gesture is appreciated." -Vendel says. "Though unnecessary. Few would believe you, should you choose to divulge our location - and without the aid of a Horngazel, the exceptions would find themselves rather frustrated, trying to find our home."

Claire clears her throat. "Vendel, we were hoping you might be able to point us in the direction of the bounty hunter."

The ancient Troll hums, and looks at Gwen and Julie. "And what would your intentions be, should you find him?"

"Take him down, _hard._" -Julie grinds out.

Gwen gives the brunette a concerned look. "Sixsix - the bounty hunter - is a criminal, sir. Trying to claim the bounty on my cousin, he harmed an innocent, betraying the rules of his craft." -she explains trying to sound as diplomatic as possible. "He _must _be brought to justice - and taken off the streets, to keep the people of Arcadia safe."

"As Elder of Trollmarket, the safety of the humans of Arcadia is not my concern." -he says, firmly. There's no venom to it, but it _definitely_ tells Gwen that there's quite a bit more to Troll-human relations than it appears. "But...I _suppose,_ as a friend and ally to the Trollhunters, it would perhaps be in my best interest to aid you in your quest."

"_...and_ here's the catch." -Blinkous says, rolling his eyes.

"_However,_" -Vendel glares at the six-eyed Troll, "as I told Blinkous before, this..._Sixsix_ character is just as welcome in Trollmarket as you are, so long as he keeps the peace. Furthermore, no blood may be spilled and no lives may be taken outside of the Heroes' Forge, else you would risk being cursed for the rest of your short, mortal lives."

"Vendel tells the unfortunate truth; Troll law dictates that all violent feuds must be resolved upon the sacred field of the Forge." -Blinkous grudgingly admits. "Even if Vendel agrees to lead you towards the bounty hunter, you would not be able to engage him in open combat."

"Well...what if we lure the guy to the Forge?" -Claire suggests. "You guys seemed to almost beat him before, you think you could do it again?"

Julie clenches her fists. "We can do it."

"I'm not so sure, Julie." -Gwen says, worried. "I already pulled out the '_big guns'_, so to speak, and all I could manage was keeping him in place. We should call Ben and Kevin, figure things out together."

"Sixsix might escape if we wait that long." -Julie says, crossing her arms.

"Well...I mean, you have us." -Toby says. "We may not be..._bounty hunter-hunters,_ but we've seen some fights."

Gwen purses her lips. "We can't ask you to do that. This is our fight."

"We _kinda _made it our fight, too, letting him into Trollmarket." -Claire points out. "If this guy is as bad as you say, him being around is just trouble waiting to happen."

The redhead frowns, then gets an idea. "Oh, your portals! Could you bring Ben and Kevin to us, instead?"

Claire winces. "I _could,_ but I _shouldn't._ Trollmarket's reinforced wards interfere with my ability to make portals here. Without an emotional anchor, they'll be unstable, possibly even leaving them stranded in the void - and, no offense, but I have _zero _attachment to your friends."

Julie places her hand on Gwen's shoulder. "We'll let Ben and Kevin know, but we need to catch Sixsix _now._" -she says, taking charge. She turns to Vendel. "Where can we find the guy?"

Vendel hums, planting the crystalline scepter he wields on the ground, where it stays, somehow perfectly balanced despite its imperfect design. He begins chanting, in a strange language that sounds like a combination of pained moaning and _clucking._ The amber-like staff starts tilting to one side or another, in a drunkenly fashion, until it settles and _snaps_ to a direction. Vendel's expression turns grave. "I fear the interloper has decided to preempt your conflict. He already _is_ at the Hero's Forge."

* * *

"We've got a problem." -Abigail says, scaring the _shit_ out of Ben, Kevin, and Stuart. The Director of S.W.O.R.D. seems to have sprung out of thin air, coming up right behind them without making a sound. She looks at the alien in their midst, mildly smirking. "Hello, Stuart."

Stuart gives her a half-hearted wave, while Ben shakes his head. "Where the _heck _did you come from!?"

"Oh, I'm not _actually_ here." -she says, then puts her hand through his chest - or tries to, anyway, revealing herself to be a holographic projection, the image breaking apart before reforming as she moves her hand back. She points at several spots on the ceiling. "Projectors everywhere around here. Max had them installed in case he needed a quick distraction, paranoid as he was. I hijacked them from our HQ."

"What's the problem?" -Kevin asks, suspicious. "And how do you know Stuart?"

"Stuart here is a naturalized citizen of Earth. Went through the process with our agency, all above board." -she explains. "It doesn't happen often, but we _have _given asylum to a handful of extraterrestrials in the past. Which I wished you'd _asked_ us about, before putting on a reenactment of _Fast and the Furious,_ Omnitrix edition."

She sighs, pinching the bridge of her nose. "The _problem,_ Mr. Levin, is that our sister agency has finally taken notice of you, despite my best efforts to keep your..._activities_ hidden. S.H.I.E.L.D. is dispatching a team to assess and _resolve_ the situation here in Arcadia."

"Isn't that good, though?" -Ben wonders. "Maybe they can help us deal with Vilgax's drones."

"Seeing as the public is largely unaware of the specifics of S.H.I.E.L.D.'s role in the defense of New York, I'll forgive the naivety." -Abigail says. "But the truth is, the missile Stark valiantly carried into the Tesseract's portal wasn't meant for the alien mothership; it was meant for _New York._ Faced with the prospect of the Avengers being overrun, the World Security Council - S.H.I.E.L.D.'s bosses - decided to _nuke the city._"

They all balk at the thought - Ben especially, who'd assumed the whole thing had been a daring, 'Hail Mary' kind of plan conceived by the Avengers. "_S-surely_ they wouldn't _blast _little ol' Arcadia, would they?" -Stuart asks, afraid.

Abigail shakes her head. "Honestly? I don't know." -she says. "But the mere fact that they were willing to destroy New York means we have to consider the possibility of something of the sort happening to Arcadia. _Especially_ with Vilgax making his way here."

Ben drops on the couch, baffled. "He's coming? _Already?_"

"Has been, ever since you picked up the Omnitrix." -Abigail admits. "We were able to pinpoint the drones' point of origin to somewhere in the vicinity of Mars, but the _Azure Lance's_ more advanced sensors have confirmed that even as a broken shell of the mighty dreadnought it once was, Vilgax's flagship, the _Chimeran Hammer,_ is making a beeline towards Earth."

"_Why _would you keep this from me?" -Ben demands, exasperated. "I could've at least _tried _to prepare - I don't know, _trained_ maybe, set up traps or whatever."

S.W.O.R.D.'s director leans on her cane. "All of us thought Vilgax was dead, Ben. Even your grandfather." -she says. "And _yes,_ you deserved to know he was coming, once we figured it out. But the _last _thing we want you to do is face this monster. I was hoping - I _still_ hope, in fact - we could stop him ourselves."

Kevin scoffs. "You people can't even stop his _drones_ from landing in Arcadia. How do you expect to stop a warship?"

"The drones are too small, too _quick _for _Excalibur's _experimental defense systems." -she grudgingly admits, referring to S.W.O.R.D.'s secret orbital space station and headquarters, which she revealed to Ben and the gang on the way down from their short stay on the _Azure Lance._ "The _Chimeran Hammer_ poses no such issue. And, if push comes to shove...Hala and her people have agreed to break rank and use the full might of the Kree blockade to stop the bastard, once and for all."

"W-wouldn't they be...I dunno, _required_ to stop Vilgax from reaching Earth in the first place? Isn't that the point of their blockade?" -Stuart sheepishly wonders.

"Unfortunately, Kree leadership has apparently deemed Vilgax potentially taking over and/or destroying our planet as a _rather_ convenient way to rid themselves of the embarrassing bit of Kree history that is their involvement with Earth." -she explains. "The truth of their tampering with ancient humans' genomes can't go out if there's no one around to tell it, after all. I'm starting to suspect that that's the unspoken reason behind their _non-involvement_ at the Battle of New York, too." -Abigail surmises.

Ben crosses his arms. "But...Abigail, Vilgax wants the _Omnitrix._ He's coming after _me,_ right? It doesn't sit right with me that other people should fight my battles."

"And it doesn't sit right with _me_ that a fifteen year-old kid should have to face a centuries-old warlord through no fault of his own."

"_You're_ the one who told me to stand my ground!" -Ben reminds her. "To '_become the hero',_ remember?"

"That was _before_ I knew Vilgax was _alive and well,_ Ben - when I thought a couple bounty hunters were the worst you'd be facing for a long, long time. And even then, I was _wrong _to let that kind of weight sit on your shoulders." -Abigail admits. "I wouldn't take the Omnitrix from you, even if I wanted to - it is _yours,_ and you wield it well. But you're not the only one who needs to stand your ground - and it's high time that we adults do our part."

* * *

**As always, thank you for your attention! Make sure to comment or message me if you have any questions about this story. Look me up on Twitter as Darthkvzn or Tumblr as darthkvznblogs if you'd like - and on Ko-fi, as Darthkvzn, if you like what I do and have a coffee's worth of money to spare.**

**The series this fic is a part of has expanded since the last chapter, so I recommend giving You and Me, and the Woman that is We (a Dragon Ball fic following two awkward lesbian Saiyans accidentally fusing) a shot! They're all corners of the same universe and they're bound to interact eventually.**


	12. Extracurriculars

**My gods, you guys. This chapter kicked my ASS - spent upwards of sixteen hours working on it throughout the past week, if my math is to be trusted. I had the first section just about ready, but the fight scenes and transitions just weren't happening. Still, I'm pretty happy with the finished product! I hope you enjoy!**

* * *

"You don't seem all that surprised by the existence of alien life." -Gwen notes, following the Troll named Blinkous closely.

"Ah! Well, Trollkind has had some form of contact or another with creatures beyond this world over the eons." -the Troll says. "In fact, one might argue that we are aliens, ourselves, at least in origin."

Gwen tilts her head, trying to ignore the glares and fearful glances the inhabitants of Trollmarket shoot her way. "How so?"

"Trolls are not native to Earth. Our ancestors were born to a world of perpetual twilight, free from solar tyranny - a perfect place for Trollkind to develop and thrive. Its name has been lost to the ages, but what _is_ known is that it was not the same planet as Midgard - what humans call planet Earth."

"I thought Trolls came from the Darklands, though?" -Toby points out.

"_Modern_ Trolls, yes." -Blinky agrees. "But Gunmar's dark, corrupted realm was our ancestors' second home - and a less than ideal one, at that. I know not what circumstances pushed our elder Trolls to seek refuge in the Darklands beneath Earth's mantle, but the sparsity of its resources is, indeed, what pushed our kind towards the surface - and regrettably, into conflict with ancient humans."

"They fought over food?" -Julie asks.

Claire winces. "They fought _with_ the food."

Gwen shivers. "_Yikes._"

"Indeed." -he says, gravely. "But rest assured, my dear; our man-eating ways have long since faded into obscurity."

The group reaches a massive gate - wide enough to accommodate several Trolls, and seemingly tall enough to qualify as a skyscraper. There's a large button with an imprint of a hand next to it, which Blinkous presses.

"Ah, here we are! The Hero's Fo- " -he presents before he's suddenly interrupted by a large net seemingly made of purple energy, pinning him to the ground. The teens immediately take cover at either side of the Forge's gate, bringing their weapons to bear.

"You ok, Blinky?" -Toby asks, a worried look on his face.

"Just fine, Tobias!" -the Troll reassures him. "Rock is a rather _poor _conductor, no matter how magical - I hardly even feel the zap!"

There's few Trolls around the Forge, but those that can be found immediately shy away from the action, grumbling at the strange phenomenon. Gwen's eyes blaze violet, and she manifests a slightly concave shield ahead of her, leading the charge. To their credit, the Trollhunters fall in behind her and Julie without a word, their skill and experience immediately apparent. A hail of energy bolts pelts her protection, but it holds long enough for the group to enter the arena, where they find SixSix, perched upon a stone statue in the middle of the battleground, depicting the head of a _very_ angry six-eyed Troll. Dozens of other statues surround the arena on at least half a dozen levels, except for the open area directly ahead, which leads to a vast, shadowed chasm.

"_Bounty hunter!_ Step _away_ from the Soothscryer." -Claire orders, brandishing her staff.

"**Hmm. **_**No,**_ **I don't think I **_**will.**_" -SixSix's translator hisses. "**Drop the shield, and I'll grant you all a swift death.**"

"_Hard_ pass." -Gwen says. "You're surrounded, trapped, and out of options. Surrender and we'll convince Hala _not_ to execute you."

SixSix snickers. "**The female I maimed seems**_**...uninclined**_ **to grant me that same mercy, Anodite.**"

The redhead glances at Julie, whom _very_ much seems to agree with the alien. "**Besides, the Accuser wouldn't **_**dare**_ **enact her so-called **_**justice**_ **upon a member of the Hunter's Guild. I know Krabb still lives, the sentimental **_**fool **_**\- we are **_**far**_ **too useful for the Empire to incur our wrath.**"

Julie's robotic arm trembles. "Just _shut up,_ already. I don't even want you _dead,_ I want you _gone._ I'm so _tired_ of you self-important _jackasses._" -she growls. "None of us _asked_ for this crap."

"_**Truly,**_ **I feel for you.**" -SixSix says, synthesized voice dripping with sarcasm. "**Best get used to it, human. As long as the Omnitrix remains on your mate's wrist, we will **_**never**_ **stop hunting you.**"

"You're _really_ not helping your chances here, dude." -Toby shakes his head. "Maybe _they_ don't want to _eighty-six_ you, but we've been smashing Trolls to bits for years, now. If anything, an alien bounty hunter is just good for our cred."

"**Spare me the threats, human. The only one here I even have to bother with is the Anodite. The rest of you are nothing but **_**marginally**_ _**developed**_ _**apes.**_" -he says, disgusted. "**Even the **_**backwards creatures**_ **living down here seem to have better access to decent technology.**"

Claire frowns. "What are you talking about?"

The alien glances at the chasm that surrounds the arena. "**I have yet to find it.**" -he admits. "**But there are traces here of elements used only in the most powerful of modern weaponry - perhaps even the work of the lightfolk of Akiridion V. Something, I wager, that could prove **_**very**_ **valuable to the right people.**"

SixSix laughs, raising his pistols again. "**The Omnitrix, the traitorous Accuser, and now **_**this?**_ **I'll be **_**drowning **_**in credits!**"

Claire rolls her eyes, her staff becoming charged with dark energy. "_Fascinating _as this seems, I think we've heard about enough of it." -she says, then creates a portal beneath Toby, who appears above SixSix and brings the warhammer down on the bounty hunter, batting him aside with a resounding _clang._

Sparks fly as the alien tumbles along the arena, only for him to sink his claws into rock, stabilizing into a squat position. SixSix grabs a few orbs from his utility belt, priming them and tossing them at the teens, but Claire swiftly creates a portal for the grenades to sink into, and deposits them right behind the bounty hunter, who barely manages to blast off far enough to survive the plasma bath, but can't evade another swing from Toby's massive weapon, forcing him to summon a small, buckler-type shield from the back of his gauntlet.

Locked in place, SixSix growls, using his free hand to tap a panel on his waist. Upon activation, two identical figures to SixSix spawn right beside him, grabbing onto Toby's shoulders and dragging him away with their thrusters. The bounty hunter turns to face the other teens, just in time for him to take a staff swipe from Claire the the side of his helmet, followed by a jab to his midsection, and a blast of dark power to the solar plexus, sending him careening once more. This time, he takes to the air, unleashing a barrage of small missiles from the blister-like compartments on his shoulders upon the whole arena with a defiant roar.

Claire's eyes become a dark purple, and black tears stream down her cheeks as she unleashes her magic, the shadows in the room congealing ahead of them and turning _jagged,_ becoming a wave of blades that slices at the incoming firepower, rendering most of the missiles inert. Gwen covers up for the few she misses by forming a screen ahead of them, then taking a cue from Claire's performance to split the shield into blades, which she launches at SixSix. The alien gives the pink scythes a wide berth, coming to a stop by hanging onto the statue of an armored Troll, some three stories up. Toby finally manages to shrug off the doppelgangers thanks to Julie's intervention, but they swiftly join SixSix's side.

"**I'm impressed.**" -SixSix grudgingly admits. "**And **_**annoyed.**_ **You're not my **_**real**_ **quarries - you're only **_**savages in my way.**_ **Thankfully, this arena seems to be equipped to **_**deal **_**with **_**pests **_**like you.**" -he says, sadistically. A sort of long, mounted rifle deploys over his right shoulder, and he shoots a single crimson bolt, which comically overshoots all of them.

Julie is about to tease the terrible shot, but Claire curses under her breath, and it doesn't take long to figure out why; the floor rumbles under their feet and parts, shifting to reveal massive mechanisms that transform the completely flat grounds into a tower of sorts, with the Soothscryer at its peak, and a vast array of moving platforms, gears, and sophisticated pulleys. Toby and Claire instantly get moving, hopping from platform to platform in an effort to keep safe, but Julie and Gwen have no such luck, desperately trying to cling to a single slab of stone - it's all they can do to avoid falling into and getting ground up into paste by the mechanism underneath.

"Alright." -Julie grudgingly admits, holding onto the shifting rock by her cybernetic hand, and onto Gwen with her regular one. "It _might_ be time to call in the reinforcements."

* * *

Arcadia Oaks has never been on S.H.I.E.L.D.'s radar, and Phil Coulson can't, for the _life _of him, figure out _why._

"You sure you're up to this, Phil?" -Maria Hill gently asks him. She's in the driver's seat of their unmarked government _spook-mobile,_ having just pulled up to the designated rendezvous spot. They're surrounded on all sides by similarly anonymous vehicles, a little over half an hour into the hour-long process of setting up the prefab base in the outskirts of the tiny, southern California town.

Phil designed the procedure. He's _very_ proud.

"You've asked." -he points out with a wry smile. "I'm good, Hill."

Hill purses her lips, rather uncharacteristically. "Y'know, Doctor Streiten recommended at _least_ six months of leave. You've barely been away for a month."

Coulson gives her a half shrug. "I feel just fine. Whatever mojo S.H.I.E.L.D. worked on me worked wonders."

She offers a knowing smirk. "Yeah, well. Probably has nothing on a three week vacation to Tahiti, huh?"

"It's a magical place." -he agrees. "But I mean it, I'm good to go."

The pair exit the SUV, taking in the sight of the nearly completed outpost - people are already getting to work, surveying the area and checking for the first results of their equipment's scans.

"I guess you could do a lot worse than this place as a 'welcome back' mission. There's, what, a couple thousand people living here?"

"If that." -Coulson says. "You never know, though. Puente Antiguo was even _tinier,_ and the Norse god of thunder crash-landed in there."

Hill nods, conceding the point. "At least there's no magic hammers so far."

"No, but the reports _are _concerning." -Coulson says. "Unexplained lights in the sky, earth-shaking explosions...and the ones from a few years back? Have you seen the pictures?"

"I try not to." -she says, sardonic. "Seen too many fakes in my career to even _consider_ the latest _Bigfoot knock-off._"

"Same here, but…" -he trails off, staring at the datapad between his hands, which shows a very blurry image of a looming, dark shadow with multiple spike-like protrusions and glowing red eyes staring at the photographer. "My gut tells me there's something to it. It's not just pictures or minor earthquakes, either; people have gone missing, never to be seen again, and the wildlife around Arcadia is _surprisingly_ sparse."

"This _is_ Chupacabras territory." -Hill says, sarcastic.

An agent jogs up to them. "Sirs, you should see this." -he says. In his hands, he holds a clear, standard issue S.H.I.E.L.D. hazardous material container, within which can be found a shard of jagged, scarlet metal. "Some kind of debris. Eggheads say it's non-human in nature."

Phil grabs the container, staring closely at the metallic fragment, clearly bent and warped beyond specifications - likely from an explosion, judging by the carbon scoring along its edges - and then back at Hill, who already looks utterly _annoyed _by this development. "Sorry, Hill." -he says, only slightly smug. "But I don't think we're dealing with folklore this time."

* * *

Ben is about to tell Abigail just _what_ he thinks of her plan to bench him, when he gets a _bunch _of text messages. He frowns, bringing up his phone, and blanches as the first one, a _terribly _blurry photo from Gwen of SixSix staring down at them from some kind of rocky perch, pops into view. Julie's barely visible too, apparently holding Gwen up as she takes the photo.

"What is it?" -Kevin asks.

Ben wordlessly shows them the photograph. Abigail scowls, Stuart whimpers at the sight of the bounty hunter, and Kevin's eyes widen. "Where?" -he asks.

"Doesn't say." -Ben mutters. "Her other texts say 'help', 'go here', and then one from an unknown number that's just an address - but it's for a house in the outskirts, close to the canal. It looks like Gwen and Julie are in a..._cave _of some kind."

"So, let's go."

Abigail scoffs. "With S.H.I.E.L.D. out there? You should be _laying low, _not _gallivanting_ into trouble again."

"They need our help." -Ben says, simply, leaving no room for discussion. "If you can run interference with S.H.I.E.L.D., I'd appreciate it. Otherwise, we need to _go._"

She sighs. "I'll see what I can do, Ben." -she says. "But if you get caught, understand that my hands are tied. At least _try_ not to let people see you in alien form, okay?"

Upgrade stares back at her after a flash of green light. "No promises." -they drone. They make a fist, which separates from their arm into a miniature Mechamorph. Upgrade looks at an awe-struck Stuart. "Take the extrusion, ask it to camouflage your van. The police will probably be looking for it."

They then turn to Kevin. "Come on. Let's go."

Kevin shakes his head, sprinting towards his car. Upgrade's form is large and unwieldy, but as soon as they get close to the vehicle, they're overcome with a need to _fuse_ with it, their body becoming fluid-like and engulfing the vintage car. In an instant, they're aware of every single part that makes up the machine, down to the hex bolts, cables, and springs. Their fusion automatically works to improve every single aspect of the car's performance, far beyond what Earthly means could possibly achieve.

"Hop in." -they say over the speakers, opening a door for Kevin.

The black haired teen glowers at the nearly unrecognizable Dodge Challenger. "You better leave my car _exactly_ as you found it, Tennyson." -he says, entering the upgraded automobile.

"_Yeah,_ yeah." -Upgrade says, as they start hovering above Grandpa Max's house, enabling the active camouflage as they clear the treeline. "Hold on tight!"

Kevin barely has a chance to strap in before they _blast off, _covering dozens of feet per second - so even though they're pretty much on the other side of town, they make the whole trip in about five minutes, coming up to a stop in a little cul-de-sac neither of them have ever been to before. Upgrade drops the camo, then unfuses from the car and reforms in the passenger seat, transforming back to Ben with a flash of crimson light. The Omnitrix almost immediately chimes ready, since he barely used it.

"What are we supposed to do here?" -Kevin asks, raising an eyebrow.

"Not sure." -Ben mutters. "Mystery number didn't say."

"Probably should've asked before we left." -Kevin notes.

"Oh, _shut up._ You would've done the same." -Ben blushes.

He shrugs. "I'm here, aren't I? Let's knock, see what we've gotten into _now._"

The pair exit the vehicle. It's a nice place, a two story-house with a quaint little porch and a sizeable garage off to the left that's currently open, a recent-ish model black sedan sitting inside. Ben climbs the couple of steps up to the porch and knocks on the door.

"Coming!" -a woman's voice sounds from somewhere within. Ben and Kevin look at each other, frowning with confusion.

The door opens to an auburn-haired, forty-something year-old woman wearing a white doctor's coat and blue scrubs underneath. She looks _tired,_ some heavy bruising from a very obvious, and _worrisome_ lack of sleep framing the underside of her blue eyes. "Oh, hello." -she says, tilting her head, clearly not expecting them.

"Ben Tennyson." -he introduces himself.

"Kevin." -the other nods.

"_Right._ I'm Doctor Barbara Lake." -she says. "What can I do for you boys?"

Something about the doctor's name tickles the back of Ben's mind. It's probably just the fact that she's one of a _handful _of medical professionals in town - he must've read or heard about her in the news, sometime. Ben brings up his phone, and shows her the message from the unknown number, along with her address. "We were told to come here by this person. We don't know who it is, but we're pretty sure they're with my girlfriend and cousin, and that they're in danger."

Doctor Lake frowns, donning the glasses hanging from her neckline, and reading the message. Her expression darkens as she does. "Yeah, that _sounds_ like Claire and Toby." -she sighs. "Come on in, I think I know what she wants from me."

The teens look at each other before they follow her in. The inside is fairly cozy, but also..._unkempt, _in a way. There's no, like, _garbage on the floor,_ or anything, but it's pretty clear from the look of the place that Doctor Lake doesn't spend a whole lot of time at home. There's a living room immediately to their right, and some stairs up to the second floor to their left. Up ahead, Ben can see a small dining room and the door to a kitchen, as well as a door to the left that likely leads to the garage. Interestingly enough, there's some furniture missing - like, for example, a center table in the living room, as well as the railing on the stairs - and it looks like someone's patched up - however _poorly, _Max would never approve - some damage to the walls of the hallway running through the house.

It almost looks like a _fight_ happened here.

"Please don't mind the dust." -she says, somewhat absent-minded. "I'm not home much, what with the hospital and everything."

Ben feels immediate concern - the woman's voice sounds hollow, like she's not all there. "It's alright. I live by myself, and I'm, uh...not the most _dutiful_ housekeeper."

She offers a small smile, then leads them into the kitchen. A bunch of plates sit, unwashed, in the sink, bits of dried up food stuck to them. There's more than a few takeout boxes, too - Doctor Lake doesn't seem like much of a cook. She dives into the pantry, searching for something in the lowers shelves. "So...how old are you, Ben?"

He purses his lips. "Um, fifteen."

She turns, and gives him an appraising look. "And you're not with Claire? Y'know...a _Trollhunter?_" -she asks, all but hissing.

Kevin snorts. "A _what?_"

"A Trollhunter." -she repeats, nonchalant, like she's talking about the weather. "Y'know, battling monsters by night, keeping a double life from your parents, that kind of thing."

Ben blinks. "I...I've never heard of any Trollhunters, sorry."

She looks like she doesn't buy it. "Okay. But you _do_ have some sort of extracurriculars, don't you?" -she presses.

"Why do you ask?" -Kevin crosses his arms, suspicious.

"Because you remind me of my son, Jim." -she says, sadly. "And of his friends, too. You all have this..._look, _I guess. Some kind of _gleam_ in your eye - a level of determination no teenager should have." -she explains. "I didn't realize what it was back then, but it seems _incredibly _obvious to me now."

From the tone of her voice, Ben fears the worst. "Is he...?"

She shakes her head, vehemently. "_No._ Not yet, I'm sure of it. My son, he's always been strong, and...well, I like to think I'd _know,_ if that happened. But he can't come back from where he's at. I don't understand it, but he's _trapped,_ somehow - has been for the past three years."

Somehow, she doesn't start crying - Ben knows _he _would, if they swapped places. "I'm so sorry." -he says. "Maybe we can help, somehow?"

"That's sweet of you, but it doesn't work like that. Like I said, most of it goes over my head, but I _do _know that something is keeping him prisoner where he is. We can't help from the outside, we can only wait and hope he frees himself." -she says, pained. "_Believe me, _I've asked, _multiple _times."

Barbara shakes her head. "I know Jim will be back soon. I've made my peace with the wait." -she says, though Ben hears the slightest bit of doubt in her voice. "But I still wish he'd _said _something at the time. Maybe I could've helped. And hell, even if I made things worse, at least I'd _know _what was going on."

She looks at Ben. "Do your parents know?"

They don't, of course, but they're never around for him to have even considered telling them - and besides, Max has taken over those duties for a very long time. "Kind of." -he settles on. He figures Max _probably_ knows he's got the Omnitrix, if all these bounty hunters do.

Barbara evaluates his expression for a moment, before nodding approvingly. "Claire most likely sent you for this." -she says, pulling out what looks like a big, dark orange gemstone attached to a metal hilt of sorts. There's a note taped to the side, which reads '_in case you wanna visit'._ "It's a Horngazel. A key to Trollmarket."

"What's _that?_"

She sighs. "Some kind of city under Arcadia, where Trolls live. You'll probably find your friends there. I'd explain how to get in, but...well, I never _could _bring myself to read that note." -she says.

Ben grabs the object, which is strangely warm to the touch. He unfurls the note, which has a rough but fairly simply description of how to operate the key. "Got it." -he says, then pops up the dial on the Omnitrix. "You, uh…might wanna sit down for this one." -he advises.

Barbara stands her ground, simply raising an eyebrow. Ben shrugs, turns the dial, and presses down on it. A flash of emerald light later, XLR8 stands tall in Doctor Lake's kitchen, hissing out his name. Barbara's eyes widen at the alien creature in their midst, but to her credit, her footing never wavers.

He hands over the Horngazel to Kevin. "This is gonna be a rough one." -he warns him. "You're gonna want to hang on tight."

Kevin stammers. "Wait, _what?_ What about my- " -he manages to say, before XLR8 grabs his lower back, and the back of his head, and _books it_ towards the canal.

It takes _almost _two seconds.

Kevin looks like he's just gone on every rollercoaster on Earth, simultaneously. "_...car._" -he gasps out, dropping to all fours. The Horngazel rolls to XLR8's feet, and he picks it up between his claws.

"Sorry, Kev." -he says, mostly unapologetic. "Fastest way to get here."

Kevin just flips him off, still gasping as he shakily rises to his feet.

XLR8 immediately draws the arc into the slanted side of the canal, and presses a claw into the center of the half oval. Blue cracks appear all over, breaking the stone into chunks that get subsequently absorbed by a brief vortex that turns into a passage into the underground tunnel. Cyan crystal steps go down in a spiral as far as they can see. "Ready for round two?" -he teases.

Kevin shoves him aside. "I'll take the stairs, _jackass._"

XLR8 chuckles. "Have it your way." -he says, then _darts_ past Kevin, down into this 'Trollmarket'.

Kevin shakes his head, chagrined. "_Have it your way',_ he says. '_Fastest way to get here',_ he says. Can't even top sixty in the car or he'll puke his guts out, and now _this? _I _swear, _the minute Gwen's safe, I'm kicking his ass."

He grumbles further as he jogs down into the tunnel, the entrance sealing behind him, as if it had never been there.

* * *

"_Interesting._" -Coulson says, looking through binoculars as the portal under the bridge seals back up. "Just where are you off to, kids?"

* * *

**As always, thank you for your attention! Make sure to comment or message me if you have any questions about this story. Look me up on Twitter as Darthkvzn or Tumblr as darthkvznblogs if you'd like - and on Ko-fi, as Darthkvzn, if you like what I do and have a coffee's worth of money to spare. I also started a sort of show on Tumblr called Darth's Book Club, a lil' somethin' in which I talk about media I love in the span of a whole Tumblr post. Currently talking about every RWBY episode, from beginning to end. It's fun, come read!**

**Some fun references to be found in this chapter! I based Claire's shadow blades on Pride's MO from Fullmetal Alchemist: Brotherhood, which I just watched for the first time a month or so ago. SixSix's gear is detecting the Akiridion vault, down in The Deep - not that he'd ever find it, should he choose to look for it. And obviously, some cool nods to Agents of SHIELD continuity, when it comes to Phil's resurrection. The timetable on it is actually completely wrong here - he spends months recuperating in canon, not just 3 weeks or so - but I just...really love Coulson, you guys. He *had* to be here for this.**

**Getting down to the wire with this story! I calculate 3 - 5 chapters left in total. We'll see how carried away I get. Hope you enjoyed!**

**Until next time!**


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